-----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, WZ6/Yhg9YVNu7iJYyEkht6/s803rLrgsJgiFJ9+oKH/a/ExOKFi90NorS89UAn65 6sQpGk1LJoJszzQNSYNjKw== 0000899681-98-000481.txt : 19980818 0000899681-98-000481.hdr.sgml : 19980818 ACCESSION NUMBER: 0000899681-98-000481 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980817 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: 98693063 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. 7)* 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) August 14, 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 0 SHARES ------------------------------------------------------------ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 881,550 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,550 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1951% - ------------------------------------------------------------------------------- 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 0 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 881,550 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,550 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1951% - ------------------------------------------------------------------------------- 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 0 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 881,550 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,550 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1951% - ------------------------------------------------------------------------------- 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 0 EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 881,550 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 881,550 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1951% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- The Statement on Schedule 13D, dated August 17, 1998, as heretofore amended through Schedule 13D/A, Amendment No. 6 dated June 30, 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. 7, 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 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following thereto: On August 14, 1998, the Partnership entered into a definitive agreement (the "Stock Sale Agreement") to sell to George Crouse an aggregate of 881,550 Shares currently owned by the Partnership (the "Partnership Shares"). Upon consummation of the transactions contemplated by the Stock Sale Agreement, the Partnership will not beneficially own any Shares. See Item 6 hereof. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by adding the following thereto: As of the date of this Amendment No. 7 to Schedule 13D, the Partnership is the direct beneficial owner of 881,500 Shares which constituted approximately 18.1951% of the 4,844,874 Shares outstanding as of August 14, 1998, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. 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. Item 6 is hereby amended by adding the following thereto: The Stock Sale Agreement described in Item 4 of this Amendment No. 7 to Schedule 13D provides that the Partnership will sell an aggregate of 881,550 Shares to George Crouse for an aggregate purchase price of $8,044,143.75 payable in cash. The Closing of the transaction (the "Closing") is to occur on or prior to September 30, 1998 contemporaneously with the payment by the Company to Mr. Crouse for the resale by Mr. Crouse of such Shares to the Company pursuant to a separate agreement among the Company, Mr Crouse and other members of the Crouse family. At Closing, Mr. Crouse has agreed to pay the Partnership $200,000 for all expenses incurred by the Partnership in connection with the transactions contemplated by the Stock Sale Agreement. As part of the transaction, concurrent with the execution and delivery of the Stock Sale Agreement, the Partnership delivered to the Escrow Agent, as such term is defined in the Stock Sale Agreement, an irrevocable proxy in favor of George Crouse to vote the Partnership Shares (the "Proxy"). The Proxy terminates at 5:30 p.m. New York time on September 30, 1998 or earlier upon the closing of the transactions contemplated by the Stock Sale Agreement. The Stock Sale Agreement also provides that the Stock Purchase Agreement dated June 30, 1998 among the Partnership, Larry Crouse and other members of the Crouse family, pursuant to which the Partnership had agreed to purchase 1,247,785 Shares from members of the Crouse family, shall be null and void and shall have no further force or effect. The foregoing summary of the Stock Sale Agreement and the Proxy is qualified in its entirety by reference to the copies of the Stock Sale Agreement, the Proxy and the Escrow Agreement filed as exhibits to this Amendment No. 7 to Schedule 13D. 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 Stock Purchase Agreement dated August 14, 1998 between the Partnership and George Crouse. 2. Escrow Agreement dated August 14, 1998 among the Partnership, George Crouse and the Scudder Law Firm P.C. 3. Irrevocable Proxy of the Partnership dated August 14, 1998. 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: August 17, 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 EX-1 2 Exhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of August 14, 1998, by and between George Crouse (the "Buyer") and TJS Partners, L.P. (the "Seller"). BACKGROUND. The Buyer desires to purchase, and the Seller desires to sell, 881,550 shares of common stock, par value $.01 per share of TransFinancial Holdings, Inc., a Delaware corporation ("TFH") held by the Seller at the time of the closing of this Agreement (the "Shares"). 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. Subject to the terms and conditions of this Agreement, the Buyer hereby agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, free and clear of adverse claims, the Shares. 2. ESCROW. The Seller is concurrently delivering to Scudder Law Firm P.C., a Nebraska professional corporation ("Escrowee"): (i) stock certificates representing the Shares accompanied by stock powers executed in blank with medallion signature guarantee (collectively, the "Certificates") and (ii) an irrevocable proxy with respect to the Shares granting Buyer the sole right to vote and give stockholder consent for the period from the date hereof until the earlier of (y) the Closing or (z) the termination of this Agreement pursuant to Section 5(c) hereof (the "Proxy"). Both the Certificates and the Proxy are to be held in accordance with the terms of that certain Escrow Agreement dated as of August 14, 1998 among the Buyer, the Seller and Escrowee (the "Escrow Agreement"). 3. PURCHASE PRICE. The purchase price of the Shares shall be $8,044,143.75 (the "Purchase Price"), and shall be payable in cash by wire transfer of immediately available funds to the Seller. 4. EXPENSES. At Closing (as defined in section 5), Buyer shall deliver to Seller the sum of $200,000 (the "Expense Allowance") payable in cash by wire transfer of immediately available funds for all expenses incurred by Seller in connection with the transactions contemplated by this Agreement. 5. CLOSING. (a) The closing (the "Closing") of the transactions contemplated by this Agreement shall occur contemporaneously with the payment by TFH to the Buyer for the resale of the Shares by Buyer to TFH, as required pursuant to the terms of the Stock Purchase Agreement dated as of August 14, 1998 by, and among TFH and the Buyer and the other sellers thereunder (the "TFH Agreement"). (b) If the Closing is to occur prior to September 30, 1998, Buyer shall provide to Seller two (2) business days prior notice of the date of the Closing. In connection with the Closing, Buyer shall direct TFH to make payment of the Purchase Price for the Shares and Expense Allowance to Escrowee and, in accordance with the Escrow Agreement, upon receipt of such payment, Escrowee shall deliver the Certificates to the Buyer so that the transactions contemplated by the TFH Agreement may be completed. (c) The Buyer and the Seller agree that if the Closing shall not have occurred by 5:30 p.m. New York time on September 30, 1998, then this Agreement shall automatically terminate and become null and void at the option of either party by giving notice to the other party, and in such event, the Escrowee shall return to the Seller the Certificates as soon as practicable thereafter. 6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Seller that Buyer has full right, power, and authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby and that it has provided Seller a true and correct copy of the TFH Agreement. In addition, the execution and delivery of this Agreement by the Buyer does not, and the performance of this Agreement by the Buyer will not (i) violate or conflict with any existing law or any judgment which is applicable to the Buyer, 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 Buyer is a party or by which he is otherwise bound. Finally, 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. 7. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and warrants to Buyer that Seller will transfer to Buyer valid and marketable title to the Shares free and clear of all liens, claims, and encumbrances of any kind of character. In addition, Seller has the full right, power, and authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby and that the execution and delivery of this Agreement by Seller does not, and the performance of this Agreement by Seller will not (i) violate or conflict with any existing law or any judgment that is applicable to Seller, 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 documents, or any securities of Seller or its general partner or any contract to which Seller or its general partner is a party or by which it is otherwise bound. Finally, this Agreement has been duly executed and delivered by the Seller and constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms. 8. COVENANTS. (a) Buyer covenants that Buyer will and will cause the other sellers under the TFH Agreement to perform all of their obligations thereunder and to use Buyer's and the other sellers' best efforts to seek performance by TFH under the TFH Agreement and to enforce any provisions under the TFH Agreement which relate to the resale of the Shares from the Buyer to TFH contemporaneously with the Closing of the sale of the Shares from Seller to Buyer hereunder. (b) Buyer further agrees not to modify, amend or terminate, or permit any of the other sellers to modify, amend or terminate the TFH Agreement without the prior written consent of Seller. (c) Seller agrees to cooperate in all reasonable respects to facilitate the consummation of the transactions contemplated by this Agreement, the Escrow Agreement and the TFH Agreement. 9. CONCURRENT CONDITION TO THE ENFORCEMENT OF THIS AGREEMENT. It is contemplated that contemporaneously with Closing, Buyer shall consummate the transactions contemplated by the TFH Agreement whereby Buyer shall sell, and TFH shall purchase, the Shares. The contemporaneous consummation of the transactions contemplated by the TFH Agreement is a condition to the enforcement of this Agreement. 10. JUNE 30, 1998 AGREEMENT. Buyer and Seller agree that the June 30, 1998 Stock Purchase Agreement by and among the Seller and the stockholders of TFH listed on the signature page thereto (the "Original Agreement") shall be null and void and shall have no further force or effect. Buyer represents that he is authorized to terminate the Original Agreement on behalf of all of the signators to the Original Agreement other than Seller hereunder. 11. 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 this Agreement and the transactions contemplated by this Agreement, including, but not limited to, fees and expenses of legal counsel, accountants, and other facilitators and advisors, except as provided in Section 4 hereunder. 12. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. The covenants, agreements, representations, and warranties of the Buyer and Seller contained in this Agreement or in any document delivered or in connection herewith shall survive the Closing, unless this Agreement shall be terminated in accordance with Section 5(c) hereunder. 13. COMPLETE AGREEMENT, ETC. This Agreement sets 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, 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. 14. 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. 15. 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 instruments, 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. 16. COUNTERPARTS. This Agreement may be executed in any number of counterparts and any party hereto may executed 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. 17. CONFIDENTIALITY. The parties shall keep the existence and terms of this Agreement confidential until such time as disclosure is required by applicable law. 18. NOTICES. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party to any other party shall be in writing and shall be deemed to have been given (a) if mailed, at the time when mailed in any general or branch office of the United States Postal Service, enclosed in a registered or certified postage-paid envelope, (b) if sent by facsimile transmission, when so sent and receipt acknowledged by an appropriate telephone or facsimile receipt or (c) if sent by other means, when actually received by the party to which such notice has been directed, in each case at the respective addresses or numbers set forth below or such other address or number as such party may have fixed by notice: If to Sellers, addressed to: TJS Partners, L.P. 115 East Putnam Avenue Greenwich, CT 06830 Facsimile: (203) 629-9594 If to Buyer, addressed to: Scudder Law Firm P.C. Attn: Mark Scudder 411 S. 13th Street, Suite 200 Post Office Box 81277 Lincoln, Nebraska 68508 Facsimile: (402) 435-3223 [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have duly executed this Stock Purchase Agreement as of the date first written. SELLER: TJS Partners, L.P. By: TJS Management, L.P., as General Partner By: /s/ T.J. Salvatore --------------------------------- T.J. Salvatore, as General Partner BUYER /s/ George Crouse By Earl H. Scudder his attorney-in-fact - --------------------------------------- George Crouse EX-2 3 Exhibit 2 AGREEMENT, made as of August 14, 1998, among TJS Partners, L.P., a New York limited partnership ("Seller"), George Crouse ("Buyer") and Scudder Law Firm, P.C., a Nebraska professional corporation, having its offices at 411 S. 13th Street, Suite 200, Lincoln, Nebraska (hereinafter referred to as the "Escrowee"). W I T N E S S E T H WHEREAS, the parties hereto other than the Escrowee have entered into a stock purchase agreement, dated as of August 14, 1998 (hereinafter referred to as the "Stock Purchase Agreement") (capitalized terms used herein that are defined in the Stock Purchase Agreement are used herein with such defined meanings); and WHEREAS, Buyer and Seller desire that Escrowee hold the Shares in escrow pending the Closing of the transactions contemplated by the Stock Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: 1. Concurrently with the execution of this Agreement, Seller has delivered to the Escrowee: (i) stock certificates representing the Shares accompanied by stock powers executed in blank with medallion signature guarantees (collectively, the "Certificates") and (ii) an irrevocable proxy with respect to the Shares granting Buyer the sole right to vote and give stockholder consent for the period from the date hereof until the earlier of (y) the Closing or (z) termination of the Stock Purchase Agreement pursuant to Section 5(c) of the Stock Purchase Agreement (the "Proxy"). 2. Escrowee acknowledges that it holds the Certificates and the Proxy subject to the terms and conditions of this Agreement and shall release the Certificates and the Proxy only in accordance with the terms of this Agreement. 3. Subject to Section 4 hereof, Escrowee shall hold the Shares and the Proxy until Escrowee receives for the account of Buyer by wire transfer in immediately available funds the sum of $8,244,143.75 (the "Funds"). Upon receipt of the Funds, Escrowee shall immediately (i) deliver the Certificates and the Proxy to or at the written direction of Buyer and (ii) transfer the Funds to Seller by wire transfer in immediately available funds in accordance with the written instructions of Seller. 4. Notwithstanding the provisions of Section 3 hereunder, if the Escrowee has not received the Funds prior to 5:30 p.m. New York time on September 30, 1998, upon written notice of termination of the Stock Purchase Agreement from either Buyer or Seller, Escrowee shall return the Certificates and the Proxy to the Seller. The Escrowee shall return to the Seller the Certificates and the Proxy as soon as practicable after receiving such notice. 5. The duties and responsibilities of the Escrowee shall be limited to those expressly set forth in this Agreement and the Escrowee shall not be subject to, nor obliged to recognize, any other agreement between, or direction or instructions of, any or all of the parties hereto even though reference thereto may be made herein; provided, however, that with the written consent of the Escrowee, this Agreement may be amended at any time or times by an instrument in writing signed by all of the parties hereto. Upon the completion of delivery by the Escrowee in accordance with the terms hereof of the Certificates, this Agreement shall terminate and the Escrowee shall be discharged from all further obligation or responsibility hereunder. 6. The Escrowee is authorized, in its sole discretion, to disregard any and all notices or instructions given by any of the parties hereto or by any other person, firm or corporation, except only such notices or instructions as are hereinabove provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order, or in the case payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in the case an order, judgment or decree shall be made or entered by any court affecting such property, or any part thereof, then and in any of such events, the Escrowee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, which it believes to be binding upon it, and if the Escrowee complies with any such order, writ, judgment or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Escrowee may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Buyer and Seller. 7. The Escrowee, its partners, associates and employees shall not be liable in any respect on account of the identity, authority, or rights of the persons executing or delivering or purporting to execute or deliver any document, security or endorsement under this Agreement. 8. The Escrowee may rely and shall be protected in acting upon any paper or other document which may be submitted to it in connection with its duties hereunder and which is believed by it to be genuine and to have been signed or presented by the proper party or parties and shall have no liability or responsibility with respect to the form, execution or validity thereof. 9. The Escrowee may consult with legal counsel selected by it and the opinion of such counsel shall be full and complete authorization and protection to the Escrowee in respect of any action taken or omitted by the Escrowee hereunder in accordance with the opinion of such counsel. 10. The Escrowee shall not be required to institute or defend any action or legal process involving any matter referred to herein which in any manner affects it or its duties or liabilities hereunder unless and until it has received full indemnity in an amount, and of such character, as it shall in its sole discretion require, against any and all claims, liabilities, judgments, attorneys' fees and other costs and expenses of any and every kind in relation thereto and for the payment thereof a first lien is hereby imposed in the Escrowee's favor upon the property deposited or to be deposited hereunder, the income thereon and/or the proceeds therefrom, in priority to the rights of any other party hereto or of any other party interested herein. 11. The undersigned parties jointly and severally agree to and hereby do indemnify and save the Escrowee, its partners, associates and employees, harmless from any claims, liabilities, judgments, attorneys' fees and other costs and expenses of any and every kind and nature which may be incurred by any of them by reason of the Escrowee's acceptance of, and its performance under, this Agreement, except in the case of its bad faith or gross negligence. 12. The Escrowee shall not be responsible for any act or failure to act on its part except in the case of its own bad faith or gross negligence. 13. The Escrowee shall have no responsibility whatsoever with respect to the recitals contained in this Agreement or in any other document or documents exchanged between any of the parties hereto, and shall have no right, obligation or responsibility to vote or take any other corporate action with respect to the Shares deposited hereunder. 14. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party to any other party shall be in writing and shall be deemed to have been given (a) if mailed, at the time when mailed in any general or branch office of the United States Postal Service, enclosed in a registered or certified postage-paid envelope, (b) if sent by facsimile transmission, when so sent and receipt acknowledged by an appropriate telephone or facsimile receipt or (c) if sent by other means, when actually received by the party to which such notice has been directed, in each case at the respective addresses or numbers set forth below or such other address or number as such party may have fixed by notice: If to Sellers, addressed to: TJS Partners, L.P. 115 East Putnam Avenue Greenwich, CT 06830 Facsimile: (203) 629-9594 If to Buyer, addressed to: Scudder Law Firm P.C. Attn: Mark Scudder 411 S. 13th Street, Suite 200 Post Office Box 81277 Lincoln, Nebraska 68508 Facsimile: (402) 435-3223 If to Escrowee, addressed to: Scudder Law Firm P.C. Attn: Mark Scudder 411 S. 13th Street, Suite 200 Post Office Box 81277 Lincoln, Nebraska 68508 Facsimile: (402) 435-3223 15. This Agreement shall not be assignable by any of the parties hereto; provided, however, that upon thirty (30) days written notice from the Escrowee, the other parties hereto agree to enter into an Escrow Agreement with a bank, trust company or law firm, in which event the Escrowee shall deliver promptly the property held by it hereunder to such bank, trust company or law firm and shall thereafter be released from all further duties and obligations hereunder. In the event the other parties hereto have not, within (30) days after the giving of such notice by the Escrowee, entered into such agreement, the Escrowee may, in its sole discretion, deposit the moneys then held by it pursuant to this Agreement with any bank or trust company selected by it, to be held by such bank or trust company pursuant to the provisions of this Agreement, or with any court of competent jurisdiction, in which event the Escrowee shall be released from all further obligations or responsibility hereunder. 16. Any indemnities in favor of the Escrowee or limitations on the liability of the Escrowee provided for by this Agreement shall survive the termination of this Agreement. 17. The Escrowee shall receive no fees for its services hereunder. 18. This Agreement and its validity, construction and performance shall be governed by the internal laws of the State of New York, without giving effect to principles of conflict of laws. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement the day and year first above written. /s/ George Crouse By Earl H. Scudder his attorney-in-fact --------------------------------------- George Crouse TJS PARTNERS, L.P. By: TJS Management, L.P., as General Partner By:/s/ Thomas J. Salvatore ------------------------------ Thomas J. Salvatore, as General Partner SCUDDER LAW FIRM P.C. By: /s/ Earl H. Scudder ------------------------- President EX-3 4 IRREVOCABLE PROXY The undersigned, being the record owner of Eight Hundred Eighty-One Thousand Five Hundred Fifty (881,550) shares of common stock of Transfinancial Holdings, Inc., does hereby appoint George Crouse as the undersigned's proxy with full power to act for the undersigned and in the undersigned's name, place and stead, to the same extent and with the same effect that the undersigned might were the undersigned personally present with respect to any matter presented for action by the stockholders of Transfinancial Holdings, Inc., whether at meeting or otherwise. The undersigned's proxy shall have full power to substitute another person as the undersigned's proxy, and to revoke the appointment of any such substitute proxy. This proxy is given pursuant to the terms of that certain Stock Purchase Agreement dated as of August 14, 1998, by and between George Crouse and TJS Partners, L.P. (the "Stock Purchase Agreement"), is irrevocable coupled with an interest, and shall continue until 5:30 p.m. New York time on September 30, 1998 unless otherwise terminated earlier upon the closing of the transactions contemplated by the Stock Purchase Agreement. Dated: August 14, 1998 TJS Partners, L.P. By: THS Management, L.P., as General Partner By: /s/ Thomas J. Salvatore --------------------------------------- Thomas J. Salvatore, as General Partner -----END PRIVACY-ENHANCED MESSAGE-----