-----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, LaVfNii9n2vT7tJmKeaht/GMjF0/pGJnKvJot7M/vCkMfvcanUhu+hvJx3wokAgX lldOMoXvQsRhUPZn2Cio0w== 0000899681-98-000401.txt : 19980701 0000899681-98-000401.hdr.sgml : 19980701 ACCESSION NUMBER: 0000899681-98-000401 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980630 SROS: AMEX SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34499 FILM NUMBER: 98658435 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TJS PARTNERS L P CENTRAL INDEX KEY: 0000938446 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133611685 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 115 EAST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036299500 MAIL ADDRESS: STREET 1: 115 EAST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: TJS PARTNERS LP DATE OF NAME CHANGE: 19950221 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Transfinancial Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 000089365P1 (CUSIP Number) Mark A. Rosenbaum, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 (212) 806-5400 --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 Pages SCHEDULE 13D - ---------------------------- ---------------------------- CUSIP No. 000089365P1 Page 2 of 11 - ---------------------------- ---------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TJS Partners, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 2,179,335 SHARES ----------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 2,129,335 PERSON WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,179,335 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.66% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- SCHEDULE 13D - ----------------------------- --------------------------- CUSIP No. 000089365P1 Page 3 of 11 - ----------------------------- --------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TJS Management, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 2,179,335 EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,129,335 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,179,335 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.66% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------------ CUSIP No. 000089365P1 Page 4 of 11 - ---------------------------- ------------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TJS Corporation - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 2,179,335 EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,129,335 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,179,335 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.66% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------ -------------------------- CUSIP No. 000089365P1 Page 5 of 11 - ------------------------------ -------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thomas J. Salvatore - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 2,179,335 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,129,335 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,179,335 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.66% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- The Statement on Schedule 13D, dated June 30, 1998, as heretofore amended through Schedule 13D/A, Amendment No. 5 dated June 5, 1998 (as amended the "Schedule 13D"), which was filed on behalf of TJS Partners, L.P., TJS Management, L.P., TJS Corporation and Thomas J. Salvatore, with regard to their respective beneficial ownership of shares of Common Stock, $0.01 par value (the "Shares"), of Transfinancial Holdings, Inc. (previously named Anuhco, Inc.), a Delaware corporation (the "Company"), is hereby amended, supplemented and restated as set forth below. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D/A, Amendment No. 6, relates to the Shares of the Company. The address of the Company's principal executive offices are located at 8245 Nieman Road, Suite 100, Lenexa, KS 66214. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed on behalf of TJS Partners, L.P., TJS Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the "Filing Persons"). Set forth below is certain information with respect to each of the Filing Persons and each of the persons enumerated in General Instruction C to Schedule 13D. (1) TJS PARTNERS, L.P. TJS Partners, L.P. is a New York limited partnership. Its principal business is investment, and the address of its principal business and principal office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. The general partners of TJS Partners, L.P. are TJS Management, L.P. and Thomas J. Salvatore (see paragraphs (2) and (4) below). TJS Partners, L.P. hereinafter shall be referred to as the "Partnership." (2) TJS MANAGEMENT, L.P. TJS Management, L.P.'s principal business is investment, and the address of its principal business and principal office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. The general partners of TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3) and (4) below). (3) TJS CORPORATION. TJS Corporation is a Delaware corporation. Its principal business is investment, and the address of its principal business and principal office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. TJS Corporation's controlling stockholder is Mr. Salvatore. TJS Corporation's sole director and executive officer is Mr. Salvatore who is its President (see paragraph (4) below). (4) THOMAS J. SALVATORE. Mr. Salvatore is a citizen of the United States of America, and his business address is 115 East Putnam Avenue, Greenwich, Connecticut 06830. His present principal employment is as an investor. Mr. Salvatore is President of TJS Corporation. During the last five years, none of the Filing Persons and no director or executive officer of TJS Corporation, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following thereto: On June 30, 1998, the Partnership entered into a definitive agreement (the "Share Purchase Agreement") to acquire an aggregate of 1,247,785 Shares (the "Additional Shares") for an aggregate purchase price of $11,542,011.25. The Additional Shares include 1,167,785 issued Shares and up to 80,000 currently unissued Shares that will be issued upon the exercise of options (the "Option Shares") by their holders prior to the consummation of the transaction. See Item 6 below. The source of funds for the purchase of such Additional Shares will be the working capital of the Partnership. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated as follows: Upon consummation of the purchase of the Additional Shares described in Item 3, the Partnership would be the beneficial owner of an aggregate of 2,129,335 Shares representing approximately 34.84% of the then outstanding Shares of the Company. In addition, concurrent with the acquisition of Shares, the Partnership will receive an irrevocable proxy from Larry Crouse to vote an additional 50,000 Shares for the shorter of the duration of his services on the Board of Directors of the Company (the "Board") or two years following consummation of the transaction (the "Term"). The Partnership also may be deemed to be the beneficial owner of such 50,000 Shares. Subject to consummation of the purchase of the Additional Shares, the Partnership intends to seek to obtain control of the Company through either (i) an increase in the number of Directors that constitute the Board with the additional directorships being filled by persons designated by the Partnership or (ii) the replacement of at least a majority of the members of the existing Board with persons designated by the Partnership. The Partnership has not determined the exact number or identity of the Directors it wishes to replace or the identity of its designees, but under the terms of the Share Purchase Agreement, Larry Crouse, an existing Director of the Company, has agreed, among other things, to continue to serve as a Director for at least two years. See Item 6. The Partnership intends to request the members of the current Board to cooperate in arranging an orderly change in the composition of the Board through the resignation of certain Directors and the filling of vacancies by the remaining Directors by appointing designees of the Partnership. In the event that such cooperation cannot be obtained, the Partnership intends to solicit the written consent of stockholders to remove the existing Board of Directors (other than Larry Crouse) and cause to be elected the Partnership's designees to the Board. Upon consummation of the purchase of the Additional Shares and the reconstitution of the Board as aforesaid, the Partnership intends to engage in an in-depth study of the business and operations of the Company. As a result of such study and depending on a number of issues, including tax considerations, the Partnership may propose to the Board a variety of actions with a view towards maximizing shareholder value, including, but not limited to, the sale of one or more of the Company's businesses or investments and/or the sale of the Company as a whole. There can be no assurances that the Partnership will propose any particular course of action. The Partnership may, depending upon market conditions and other factors, acquire additional Shares in the future or propose other transactions which would result in any of the actions specified in clauses (a) through (j) of Item 4 of the Instructions to Schedule 13D. Except as set forth above, none of the Filing Persons has formulated any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of the Instructions to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended as follows: By reason of its entering into the Share Purchase Agreement, the Partnership may be deemed to be the beneficial owner of the Additional Shares and, assuming the maximum number of 80,000 Option Shares are exercised, may be deemed to be the direct beneficial owner of an aggregate of 2,129,335 Shares which would constitute approximately 34.84% of the then issued Shares (6,031,437 Shares outstanding as of May 8, 1998, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 plus the maximum of 80,000 Option Shares, for a total of 6,111,437 Shares (the "Outstanding Shares")). See Item 6. The Partnership may also be deemed to be the beneficial owner of 50,000 Shares that are the subject of an irrevocable proxy to be granted to the Partnership by Larry Crouse for the Term pursuant to the Share Purchase Agreement. See Item 6. The 2,129,335 Shares and the 50,000 Shares covered by such proxy represent approximately 35.66% of the Outstanding Shares. TJS Management, L.P. and Thomas J. Salvatore, in their capacities as general partners of the Partnership, and each of TJS Corporation and Mr. Salvatore, in their respective capacities as general partners of TJS Management, L.P., may be deemed to own beneficially (as defined in Rule 13d-3 promulgated under the Securities Act of 1933, as amended) the Shares owned by the Partnership. Each of such persons disclaims beneficial ownership of such Shares except to the extent of its or his pecuniary interest therein. In addition, each of such persons may be deemed to share with the Partnership the power to vote or direct the vote and to dispose or to direct the disposition of the Shares owned beneficially by the Partnership. Schedule A hereto describes transactions in the Shares effected during the 60 days preceding June 30, 1998 and subsequently to the date hereof. Except as set forth herein, neither the Partnership nor any of the other Filing Persons beneficially owns or has a right to acquire any equity interest of the Company or effected any transaction in the equity securities of the Company during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The Share Purchase Agreement provides that Larry Crouse and certain members of his family will sell an aggregate of 1,247,785 Shares (including the maximum of 80,000 Option Shares) to the Partnership for an aggregate purchase price of $11,542,011.25 payable in cash. The Shares include between 58,000 and 80,000 currently unissued Option Shares which will be obtained through the exercise of options by the Crouse family prior to the consummation of the transaction. As part of the transaction, Larry Crouse has agreed not to voluntarily resign from the Board for two years following the consummation of the transaction unless requested by the Partnership. In addition, concurrent with the acquisition of Shares, the Partnership will receive an irrevocable proxy from Larry Crouse to vote an additional 50,000 Shares owned by Larry Crouse for the shorter of the duration of his services on the Board or two years following consummation of the transaction. The consummation of the transactions contemplated by the Share Purchase Agreement is conditioned upon the Hart-Scott-Rodino waiting period having expired or been terminated. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Filing Persons and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities of the Company, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Copy of Share Purchase Agreement dated June 30, 1998 among the Partnership, Larry Crouse and other members of the Crouse family. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 30, 1998 TJS PARTNERS, L.P. By: TJS MANAGEMENT, L.P., as General Partner By: /S/ THOMAS J. SALVATORE ---------------------------- Thomas J. Salvatore, as General Partner TJS MANAGEMENT, L.P. By: /S/ THOMAS J. SALVATORE ------------------------------ Thomas J. Salvatore, as General Partner TJS CORPORATION By: /S/ THOMAS J. SALVATORE ------------------------------ Thomas J. Salvatore President /S/ THOMAS J. SALVATORE ------------------------------- Thomas J. Salvatore Schedule A The following table sets forth certain information concerning the Shares purchased by the Partnership during the 60 days preceding June 30, 1998. All purchases were made through brokerage transactions on the American Stock Exchange. Approximate Purchase Price Per Share No. of Shares (Exclusive of Date of Purchase Purchased Commissions) 4/29/98 3,300 $ 9.00 5/4/98 10,000 $ 9.00 5/27/98 45,100 $ 8.875 6/13/98 15,000 $ 9.125 EX-1 2 Exhibit 1. Copy of the Share Purchase Agreement dated June 30, 1998 among the Partnership, Larry Crouse and other members of the Crouse family. STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of June 30, 1998, by and among TJS Partners, L.P., (the "Buyer") and the stockholders of Transfinancial Holdings, Inc. listed on the signature page hereto (collectively, the "Selling Stockholders" and individually a "Selling Stockholder") BACKGROUND. The Buyer desires to purchase, and the Selling Stockholders desire to sell, the shares of common stock, par value $.01 per share of Transfinancial Holdings, Inc., a Delaware corporation ("TFH") set forth opposite their respective names on Exhibit A hereto and designated Owned Shares ("Owned Shares") and Option Shares ("Option Shares") on Exhibit A (such Shares together referred to as the "Purchased Stock"). The parties desire that the transaction be accomplished as stated herein, in accordance with their respective representations, warranties, and agreements, subject to the conditions contained herein. AGREEMENTS NOW, THEREFORE, in consideration of the covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the parties agree as follows: 1. PURCHASE AND SALE. (a) Subject to the terms and conditions of this Agreement, the Buyer hereby agrees to purchase from the Selling Stockholders, and the Selling Stockholders agree to sell to the Buyer, free and clear of adverse claims, the shares of Purchased Stock owned by them; provided, that Larry Crouse shall retain 50,000 of his shares in accordance with Section 6(a) hereof. (b) Contemporaneously with the First Closing (as defined in Section 3), the Selling Stockholders who have been granted stock options shall exercise those stock options underlying the Option Shares, which represent all options that are currently exercisable or may become exercisable prior to the First Closing and have an exercise price of $9.00 or less. The Option Shares shall be deemed Purchased Stock and the Buyer shall purchase such shares at the Second Closing (as defined in Section 3) on the same terms and conditions as the other shares of Purchased Stock. 2. PURCHASE PRICE. The price for the Purchased Stock (the "Purchase Price") shall be $9.25 per share of Purchased Stock, payable in cash as set forth in Section 3. 3. CLOSING. (a) The closing of the transactions contemplated by this Agreement with respect to the Owned Shares (the "First Closing"), shall occur at the offices of Stroock & Stroock & Lavan LLP at 10:00 a.m. on the first business day after the condition to Closing set forth in section 7(b) of this Agreement shall have been satisfied, or at such other time and place as the parties mutually agree. At the First Closing, against receipt of the Purchase Price, the Selling Stockholders shall deliver to the Buyer certificates representing the Owned Shares, duly endorsed or accompanied by stock powers executed in blank. At the First Closing, against receipt of the stock certificates (and stock powers, if applicable) representing the Owned Shares, the Buyer shall deliver the Purchase Price as follows: an amount equal to the Purchase Price for the Owned Shares shall be paid to the Selling Stockholders in cash by cashier's check or wire transfer of immediately available funds. (b) The closing of the transactions contemplated by this Agreement with respect to the Option Shares (the "Second Closing"), shall occur at the Officers of Stroock & Lavan LLP at 10:00 a.m. on the first business day after the delivery of share certificates representing the Option Shares to the respective holders by TFH or at such other time and place as the parties mutually agree. At the Second Closing, against receipt of the Purchase Price, the Selling Stockholders shall deliver to the Buyer certificates representing the Option Shares, duly endorsed or accompanied by stock powers executed in blank. At the Second Closing, against receipt of the stock certificates (and stock powers, if applicable), the Buyer shall deliver the Purchase Price for the Option Shares, together with accrued interest on such amount at the T-Bill rate from the date of the First Closing to the date of the Second Closing, to the Selling Stockholders. (c) The delivery of the Purchase Price at both closings shall be made to Scudder Law Firm, P.C., as agent of the Selling Stockholders. 4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Selling Stockholders, that: (a) AUTHORITY; BINDING AGREEMENT. Buyer is duly organized, validly existing, and in good standing under the laws of the state of its organization, with all requisite power and authority to carry on its business. Buyer has full right, power, and authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the consummation and performance of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. (b) VALIDITY OF CONTEMPLATED TRANSACTION. The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer will not (i) violate or conflict with any existing law or any judgment that is applicable to Buyer; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under the limited partnership agreement, or other charter document, or any securities of Buyer or its general partner or any contract to which Buyer or its general partner is a party or by which it is otherwise bound. 5. REPREESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. The Selling Stockholders jointly and severally represent and warrant to Buyer as follows: (a) OWNERSHIP OF SHARES. Each Selling Stockholder, with respect to the shares of the Owned Shares set forth opposite his or her name on the signature page of this Agreement, and with respect to the shares of the Option Shares set forth opposite his or her name on the signature page of this Agreement purchased by the Selling Stockholder pursuant to the exercise of a stock option (as more fully described in Section 1(b) of this Agreement), will transfer to Buyer valid and marketable title to the shares of such stock free and clear of all liens, claims, and encumbrances of any kind or character. Such shares have been duly and validly issued, and are fully paid and non-assessable. The execution and delivery of this Agreement by the Selling Stockholder does not, and the performance of this Agreement by the Selling Stockholder will not, (i) violate or conflict with any existing law or any judgment which is applicable to the Selling Stockholder; or (ii) conflict with, result in a breach of, constitute a default under, result in acceleration of, create in any person the right to accelerate, terminate, modify, or cancel, or require any notice under any contract to which the Selling Stockholder is a party or by which he or she is otherwise bound. This Agreement has been duly executed and delivered by the Selling Stockholder and constitutes his or her legal, valid, and binding obligation, enforceable in accordance with its terms. (b) MATERIAL INFORMATION. The Selling Stockholders are not aware of any material, adverse information with respect to TFH regarding is business, assets, liabilities, financial condition, results of operations and prospects that has not been disclosed in TFH's filings pursuant to applicable securities laws, pursuant to a press release or other public announcement, or otherwise disclosed in writing to Buyer by the Selling Stockholders. 6. COVENANTS. From and after the date hereof, the parties agree to the following: (a) Larry Crouse shall not voluntarily resign from the TFH Board of Directors for two years following Closing unless requested by Buyer. For the shorter of the duration of his services as a director or two years following Closing (the "Term"), Mr. Crouse shall continue to be record and beneficial owner ofat least 50,000 shares of TFH Common Stock and shall convey to Buyer an irrevocable proxy to vote such shares owned by Mr. Crouse during such term. (b) Promptly (and in any event within 5 business days) after execution of this Agreement, the parties shall prepare and cause to be filed premerger notification forms under the hart-Scott-Rodino Antitrust Improvements Act. Buyer shall pay the filing fee. Early termination of the waiting period shall be requested by each party. 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligation of Buyer to consummater this Agreement is subject to the fulfillment of all of the following conditions precedent (any of which may be waived in writing by Buyer, in whole or in part) at or prior to the Closing: (a) REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING. The representations and warranties of the Selling Stockholders contained in this Agreement shall be true in all respects at and as of the Closing with the same effect as though such representations and warranties wre made as of such date. (b) HART-SCOTT-RODINO. The parties shall have been granted early termination of the Hart-Scott-Rodino waiting period or such waiting period shall have expired. 8. COSTS AND EXPENSES; FEES. Each party shall be solely responsible for and bear all of its own respective expenses incurred at any time in connection with pursuing or consummating the Agreement and the transactions contemplated by the Agreement, including, but not limited to, fees and expenses of legal counsel, accountants, and other facilitators and advisors. 9. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. The covenants, agreements, representations, and warranties of the Buyer and Selling Stockholders contained in this Agreement or in any document delivered or in connection herewith shall survive the Closing. 10. COMPLETE AGREEMENT, ETC. This Agreement, the Confidentiality Agreement previously entered into by the parties, and the attachment to the letter dated June 19,1998 (the "Letter") set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any and all previous agreements and understandings between or among the parties regarding the subject matter hereof (except the Confidentiality Agreement and the Letter), whether written or oral, are superseded by this Agreement. It shall not be amended or modified except by written instrument duly executed by each of the parties hereto. 11. WAIVER. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. 12. COOPERATION. Subject to the terms and conditions herein provided, the parties hereto shall use their best efforts to take, or cause to be taken, such action, to execute and deliver, or cause to be executed and delivered, such additional documents and instrument, and to do, or cause to be done, all things necessary, proper, or advisable under the provisions of this Agreement and under applicable law, to consummate and make effective the transactions contemplated by this Agreement. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by the parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. 14. EFFECTIVE AGREEMENT. This Agreement shall become effective and binding upon the Buyer and the Selling Stockholders upon full execution by all Selling Stockholders and by the Buyer. 15. CONFIDENTIALITY. The parties shall keep the existence and terms of this Agreement confidential unless required to disclose the existence or terms by applicable law. * * * * * * * * THIS IS THE SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT AMONG TJS PARTNERS, L.P. AND CERTAIN SELLING STOCKHOLDERS IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written. BUYER TJS Partners, L.P. By: /s/ T.J. Salvatore ------------------------- Its: Managing General Partner SELLING STOCKHOLDERS /S/ LARRY CROUSE - --------------------- Larry Crouse /S/ GEORGE CROUSE - --------------------- George Crouse /S/ KENNETH CROUSE - --------------------- Kenneth Crouse Selling Stockholder signatures continued on next page * * * * * * * * CONTINUED SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT AMONG TJS PARTNERS, L.P. AND CERTAIN SELLING STOCKHOLDERS /S/ JEFFREY CROUSE - ------------------------- Jeffrey Crouse /S/ JEAN CROUSE WATT - -------------------------- Jean Crouse Watt /S/ HEATHER WATT - -------------------------- Heather Watt /S/ MATTHEW J. CROUSE - -------------------------- Matthew Crouse /S/ SHANNON CROUSE - --------------------------- Shannon Crouse /S/ CHRIS CROUSE - ---------------------------- Chris Crouse /S/ JULIE PRUITT - ---------------------------- Julie Pruitt /S/ RENEE CROUSE BUTLER - ---------------------------- Renee Crouse Butler Exhibit A to Stock Purchase Agreement SELLING OWNED SHARES OPTION SHARES1 STOCKHOLDER Maximum Minimum Larry Crouse2 98,338 55,000 45,000 Jeffrey Crouse 246,315 -- -- Kenneth Crouse 250,030 12,500 6,500 George Crouse 239,315 12,500 6,500 Jean Crouse Watt 246,315 -- -- Heather Watt 18,833 -- -- Matthew Crouse 11,883 -- -- Shannon Crouse 19,000 -- -- Chris Crouse 19,000 -- -- Julie Crouse Daniel 14,833 -- -- Renee Crouse Butler 3,923 -- -- ---------- -------- --------- 1,167,785 80,000 58,000 - -------- 1 Of the Option Shares, 10,000 attributed to Larry Crouse and 6,000 attributable to each of George and Kenneth Crouse are not currently exercisable but are expected to become exercisable prior to the First Closing. 2 Such shares do not include 50,000 shares being retained by Larry Crouse in accordance with the terms of the Stock Purchase Agreement. At his election, Mr. Crouse may choose to sell additional Owned Shares and retain Option Shares following exercise. DISCLOSURE PURSUANT TO SECTION 5(B) OF STOCK PURCHASE AGREEMENT [Intentionally Omitted] -----END PRIVACY-ENHANCED MESSAGE-----