-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MenHWh4dI6Typ8vgIoBF1ijLnhvUopHuiD/Lxyn99F1Sy9j6NTwPJouwtPBU35e0 yXUQnTjWAd60A3ki4Dg0Fw== 0000719271-00-000001.txt : 20000223 0000719271-00-000001.hdr.sgml : 20000223 ACCESSION NUMBER: 0000719271-00-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000218 ITEM INFORMATION: FILED AS OF DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSFINANCIAL HOLDINGS INC CENTRAL INDEX KEY: 0000719271 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 460278762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12070 FILM NUMBER: 550021 BUSINESS ADDRESS: STREET 1: 8245 NIEMAN ROAD, STE 100 STREET 2: SUITE 100 CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: 9138590055 MAIL ADDRESS: STREET 1: 8245 NIEMAN ROAD STREET 2: SUITE 100 CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: ANUHCO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CARRIERS INC DATE OF NAME CHANGE: 19910812 8-K 1 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): February 18, 2000 TRANSFINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-12070 46-0278762 (State or other jurisdiction (Commission (I. R. S. Employer of incorporation File Number) Identification No.) 8245 Nieman Road, Suite 100 Lenexa, KS 66214 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 913-859-0055 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Information On February 18, 2000, TransFinancial Holdings, Inc. (the "Company") announced that COLA Acquisitions, Inc. had notified the Company that its bank financing necessary to consummate the proposed merger between COLA and the Company had been withdrawn as a consequence of the Company's 1999 fourth quarter and annual operating results. As a result of the notification, on February 18, 2000, COLA and the Company agreed to terminate the Merger Agreement dated October 19, 1999 between COLA and the Company. The receipt of financing by COLA was a condition to the consummation of the merger. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Letter Agreement dated February 18, 2000 between COLA Acquisitions, Inc. and the Company 99.1 Press Release of the Company dated February 18, 2000 SIGNATURES 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 hereunto duly authorized. TRANSFINANCIAL HOLDINGS, INC. Date: February 22, 2000 By: \s\ Timothy P. O'Neil Timothy P. O'Neil President EXHIBIT INDEX Assigned Exhibit Number Description of Exhibit 2.1 Letter Agreement dated February 18, 2000 between COLA Acquisitions, Inc. and the Company 99.1 Press Release of the Company dated February 18, 2000 EX-2 2 EXHIBIT 2.1 February 18, 2000 TransFinancial Holdings, Inc. 8245 Nieman Road, Suite 100 Lenexa, KS 66214 Attn: Mr. Harold Hill RE: Agreement and Plan of Merger dated October 19, 1999 (the "Agreement") between TransFinancial Holdings, Inc. ("TransFinancial") and COLA Acquisitions, Inc. ("COLA Acquisitions") Dear Harold: COLA Acquisitions has received the attached letter from LaSalle Bank, N.A. ("LaSalle") in which LaSalle terminates its commitment to finance the proposed acquisition due to the operating results of TransFinancial. In light of this development and the corresponding inability to satisfy the closing condition contained in Article 7.2.4 of the Agreement, COLA Acquisitions believes it to be appropriate and in the best interests of all concerned that the Agreement be terminated by mutual consent pursuant to Article 8.1(a) thereof. If TransFinancial, acting through its Special Committee of Independent Directors, acknowledges the above and agrees to termination pursuant to Article 8.1(a), please sign a copy of this letter where indicated below. Very truly yours, COLA ACQUISITIONS, INC. By: /s/ Timothy P. O'Neil Name: Timothy P. O'Neil Title: President Mr. Harold Hill February 18, 2000 Page 2 ACKHOWLEDGED AND AGREED: TRANSFINANCIAL HOLDINGS, INC. By: /s/ Harold Hill Name: Harold Hill Title: Chairman - Special Committee of Independent Directors Date: February 18, 2000 cc: Mr. Kent E. Whittaker Mr. Jeffrey T. Haughey LASALLE BANKS 801 Grand Avenue, Suite 3150 Des Moines, Iowa 50309 (515) 698-8002 Fax: (515) 698-8017 Email: julie.harris@abnamro.com Julie S. Harris Vice President February 18, 2000 Mr. Timothy P. O'Neil Cola Acquisitions, Inc. Transfinancial Holdings, Inc. 8245 Nieman Road, Suite 100 Lenexa, Kansas 66214 Dear Tim: On November 23, 1999 LaSalle Bank provided a commitment for credit facilities to Cola Acquisitions, Inc., TransFinancial Holdings, Inc., Crouse Cartage Company and Specialized Transport, Inc. You have advised us of TransFinancial's condition as of December 31, 1999. Upon our review of the unaudited results for the fiscal year- end, we conclude that a material adverse change has occurred. Accordingly, we hereby terminate our commitment. Sincerely, /s/ Julie S. Harris Julie S. Harris Member of the ABN AMFIC Group EX-99 3 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Tim O'Neil (913) 859-0055 TRANSFINANCIAL HOLDINGS, INC. REPORTS THE TERMINATION OF THE MERGER AGREEMENT AND PRELIMINARY 1999 FOURTH QUARTER AND ANNUAL RESULTS LENEXA, KANSAS, FEBRUARY 18, 2000 - TransFinancial Holdings, Inc. (Amex: TFH), a holding company with businesses in transportation and financial services, today reported the termination of its Merger Agreement with COLA Acquisitions, Inc. and the unaudited results for the fourth quarter and year ended December 31, 1999. TransFinancial reported an unaudited fourth quarter 1999 consolidated net loss of $3,359,000, or $1.03 per share, on operating revenues of $38.2 million. For the fourth quarter of 1998, TransFinancial reported consolidated net income of $110,000, or $0.03 per share, on operating revenues of $38.0 million. TransFinancial reported a consolidated net loss of $4,887,000, or $1.43 per share, on operating revenues of $157.6 million for the year ended December 31, 1999. For the 1998 annual period, TransFinancial reported a consolidated net loss of $2,027,000, or $0.39 per share, on operating revenues of $151.7 million. The consolidated losses for the fourth quarter and year of 1999 are principally the result of poor performance by TransFinancial's transportation operations. Growth in operating revenues for 1999 was limited by continued uncertainty about the Company's future direction resulting from the prolonged labor contract difficulties and the proposed sale of TransFinancial. While revenue growth was limited, operating costs rose as the result of a number of factors affecting the Company's transportation operations during the year. A sharp rise in diesel fuel prices, particularly in the fourth quarter, was only partially recovered through revenue surcharges and general rate increases. In the fourth quarter, the Company moved its transportation headquarters from Carroll, Iowa, and relocated administrative functions and personnel to its operation in Cherryville, North Carolina, and its management office in Lenexa, Kansas. This change in operations resulted in certain duplicate staffing and relocation costs during the transition period. Additionally, the Company experienced a decline in productive labor performance as a result of difficult labor relationships, the uncertainty of the plans of new ownership and the changes in the Company's operations during the year. These results have caused the Company not to be in compliance with certain financial covenants in agreements with its lenders. The Company will continue to work with its lenders concerning waivers of such non-compliance. The Company also announced that COLA Acquisitions, Inc. ( the management led buyout entity) has notified the Company that its bank financing necessary to consummate the proposed merger between COLA and the Company has been withdrawn as a consequence of these operating results. The Merger Agreement dated October 19, 1999 between COLA and the Company has been terminated. The receipt of financing by COLA was a condition to the consummation of the merger. "The costs and other adverse factors associated with the renewal of our labor agreements, the changes in our operations and the merger with COLA are now behind us," said Tim O'Neil, president of TransFinancial. "We move forward into 2000 with mutually beneficial labor agreements and without those distractions. Daily revenue in 2000 shows improvement and our management team, as well as our productive work force, can now focus solely on operations in this more stable environment." Certain statements in this release that are not purely historical are forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's expectations, hopes, beliefs and intentions on strategies regarding the future. Such statements are dependent on assumptions that may not be realized and are subject to a number of risks, uncertainties and other factors, including those mentioned in the Company's most recent Form 10-Q filed with the Securities and Exchange Commission, that could cause actual results to differ materially. # # # # # TRANSFINANCIAL HOLDINGS, INC. SUMMARY CONSOLIDATED OPERATING RESULTS FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Fourth Quarter Twelve Months 1999 1998 1999 1998 Operating Revenue................ $38,155 $38,048 $157,567 $151,701 Operating Income (Loss).......... $(4,995) $ 444 $ (6,527) $ (3,021) Nonoperating Income (Expense).... $ (349) $ (201) $ (1,124) $ 155 Net Income (Loss)................ $(3,359) $ 110 $ (4,887) $ (2,027) Basic and Diluted Earnings (Loss) Per Share............... $ (1.03) $ 0.03 $ (1.43) $ (.039) Basic Average Shares Outstanding. 3,276 3,956 3,415 5,249 Diluted Average Shares Outstanding 3,294 3,960 3,425 5,263
SUMMARY CONSOLIDATED BALANCE SHEETS
12/31/99 12/31/98 ASSETS Cash and Cash Equivalents........ $ 1,076 $ 3,256 Finance Accounts Receivable, net. 15,305 12,702 Freight Accounts Receivable, net. 14,373 13,351 Current Deferred Tax Assets...... 2,484 2,548 Other Current Assets............. 3,579 2,982 Total Current Assets............. 36,817 34,839 Operating Property, net.......... 32,042 33,158 Deferred Tax Assets.............. 713 -- Intangible and Other Assets...... 10,518 10,465 $80,090 $78,462 LIABILITIES AND SHAREHOLDERS' EQUITY Current Maturities of Long-Term Debt $14,800 $ 300 Other Current Liabilities........ 21,697 15,521 Long-Term Debt................... -- 9,700 Deferred Income Taxes............ -- 1,867 Shareholders' Equity............. 43,593 51,074 $80,090 $78,462
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