UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K



                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Year Ended December 31, 2000

                        Commission File Number - 1-12070

                          TRANSFINANCIAL HOLDINGS, INC.

                        State of Incorporation - Delaware
                  IRS Employer Identification No. - 46-0278762

                     8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
                        Telephone Number - (913) 859-0055

                 Securities Registered Pursuant to Section 12(b) of the Act

                                                        Name of Each Exchange
         Title of Each Class                             on Which Registered
------------------------------------                     -------------------
TransFinancial Holdings, Inc. Common Stock,            American Stock Exchange
     par value $0.01 per share,

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes __ No X.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value of the  Common  Stock  held by  non-affiliates  of
TransFinancial  Holdings, Inc. as of March 30, 2001, was $2,130,889 based on the
last sale price on the American Stock Exchange prior to that date.

The number of outstanding  shares of the  registrant's  common stock as of March
30, 2001 was 3,278,291 shares.

                                       1
<PAGE>


                           Forward-Looking Statements

      The Company believes certain statements contained in this Annual Report on
Form  10-K  that  are  not   statements  of  historical   fact  may   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934.  These  statements  can often be  identified by the use in
such statements of forward-looking  terminology,  such as "believes," "expects,"
"may,"  "will,"  "should,"   "could,"   "intends,"   "plans,"   "estimates,"  or
"anticipates," or the negative thereof,  or comparable  terminology.  Certain of
the forward-looking  statements contained herein are marked by an asterisk ("*")
or otherwise specifically  identified herein. These statements involve risks and
uncertainties  that may cause actual results to differ  materially from those in
such statements.  See Item 7 "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements" for additional
information and factors to be considered concerning forward-looking statements.

                                     PART I

Item 1.  Business.

      TransFinancial  Holdings,  Inc.  ("TransFinancial"  or the "Company"),  is
headquartered  in Lenexa,  Kansas,  and is a Delaware  holding company formed in
April 1976.  At  December  31,  2000,  TransFinancial  operated in two  industry
segments; financial services and industrial technology. The company discontinued
its  transportation  operations  during 2000.  Financial  information  about the
Company's  operating  industry  segments  is  presented  in Note 1 of  Notes  to
Consolidated Financial Statements.

                             DISCONTINUED OPERATIONS

      TransFinancial  discontinued  its  transportation  operations in 2000. The
Company's subsidiary, TFH Logistics & Transportation Services, Inc. ("TFH L&T"),
which is a holding company for the Company's  transportation  subsidiaries,  has
two  principal  subsidiaries,  Crouse  Cartage  Company  ("Crouse"),  which  was
acquired in 1991, and Specialized  Transport,  Inc.  ("Specialized"),  formed in
1999.

      On  September  16, 2000 and December  16,  2000,  Crouse and  Specialized,
respectively,  ceased  operations;  Crouse as a result of significant  operating
losses and cash flow  deficiency  and  Specialized  as a result of its insurance
carrier  revoking its coverage.  These  companies are being  liquidated  outside
bankruptcy,  but have established  independent  advisory committees of creditors
and are following the general processes and procedures defined under the federal
bankruptcy  code.  The  Company's  ability  to  continue  as a going  concern is
ultimately dependent on its ability to successfully liquidate the transportation
operations and settle claims against the Company arising from the transportation
operations at amounts within the Company's reserves. Management believes that it
will be  successful  in this  liquidation  process.*  See Note 2 to the Notes to
Consolidated Financial Statements.

      Crouse,  headquartered  in Lenexa,  Kansas,  was a regional  motor  common
carrier of general commodities in  less-than-truckload  ("LTL") quantities in 15
states in the north  central  and  mid-west  portion of the United  States.  LTL
shipments are defined as shipments weighing less than 20,000 pounds.

      Specialized,  headquartered in Lenexa, Kansas offered motor common carrier
service for truckload  ("TL")  quantities of general and perishable  commodities
throughout  the  48  contiguous   United  States.  TL  shipments  are  generally
transported in one movement from origin to destination.

      The loss from discontinued operations for the year ended December 31, 2000
was $12.9 million as compared to $7.7 million for 1999.  These losses  increased
in 2000 as uncertainty relating to continued  difficulties in union negotiations
caused  certain  customers to decrease  their  dependence on Crouse and diverted
management and employees  attention from the operation of the motor carrier.  In
addition,  increased labor and fuel costs further  deteriorated margins over the
periods.  In connection  with the closure of the  transportation  operations the
Company has also recorded an estimated "Loss on Discontinued Operations" of $9.1
million,  or  approximately  $2.78 per share.  The loss includes  adjustments of
asset carrying  values to liquidation  values,  accruals of liabilities  for the
Multiemployer  Pension  Plan  Amendments  Act of 1980 (the  "MPPA  Act") and the
Worker  Adjustment  Retraining  Notification  Act ("WARN Act")  liabilities  and
estimated post-cessation administrative costs to conduct the liquidation.

                                       2
<PAGE>

      Prior to the cessation of operations, TFH L&T employed over 1,400 persons,
of whom more than 1,100 were drivers, mechanics,  dockworkers or terminal office
clerks.  The  remaining   employees  were  engaged  in  managerial,   sales  and
administrative  functions.   Approximately  75%  of  its  employees,   including
primarily   drivers,   dockworkers  and  mechanics,   were  represented  by  the
International Brotherhood of Teamsters, Chauffeurs,  Warehousemen and Helpers of
America  ("Teamsters  Union")  or  other  local  unions.  TFH L&T,  through  its
subsidiaries Crouse and Specialized, and the Teamsters Union were parties to the
National Master Freight Agreement ("NMFA"), which expires on March 31, 2003. TFH
L&T achieved  ratification in 1998 of new five-year pacts with the International
Brotherhood of Teamsters or other local unions covering substantially all of its
union employees.  In 1999, after a one-day work stoppage at one of its principal
terminals, the remaining locals agreed to contracts with terms comparable to the
national contract.  The new contracts generally provided for all of the terms of
the NMFA with a separate addendum for wages. Under these new contracts,  TFH L&T
would have  continued to maintain  past work rules,  practices  and  flexibility
within its operating structure.

      TFH L&T, as employer signatory to the NMFA, contributed to certain pension
plans established for the benefit of employees belonging to the Teamsters Union.
Amendments  to the Employee  Retirement  Income  Security Act of 1974  ("ERISA")
pursuant to the MPPA Act  substantially  expanded the potential  liabilities  of
employers who participate in such plans. Under ERISA as amended by the MPPA Act,
an employer who contributes to a  multiemployer  pension plan and the members of
such employer's  controlled  group may be jointly and severally liable for their
proportionate share of the plan's unfunded liabilities in the event the employer
ceases to have an obligation to contribute to the plan or substantially  reduces
its  contributions  to the  plan  (i.e.,  in the  event of plan  termination  or
withdrawal by TFH L&T from the multiemployer  plans).  Claims in excess of $9.75
million have been filed against the Company under the MPPA Act.

      With  respect to the  Company's  ability  to  successfully  liquidate  its
transportation operations, the Company's ability to do so is subject to a number
of risks and uncertainties,  including,  without limitation,  the ability of the
Company to limit the costs of the  liquidation,  the  ability of the  Company to
sell the assets of the  transportation  operations at acceptable  prices and the
ability of the Company to settle claims  against the Company at amounts equal to
or less than reserved amounts.

      The board of  directors  and  management  of TFH L&T  continue,  under the
advice of the advisory  committee  of the  unsecured  creditors,  to conduct the
liquidation of TFH L&T.  TransFinancial  continues to file reports under various
federal and state regulations.

      The following table sets forth certain financial and statistical data with
respect to TFH L&T:

<TABLE>
<CAPTION>

                                             2000(3)      1999(3)    1998(3)    1997(3)     1996(3)
                                             -------      -------    -------    -------     -------
<S>                                        <C>          <C>        <C>         <C>         <C>
Revenue (000's)..........................  $  111,445   $149,125   $144,592    $126,062    $107,502
Operating Income (000's).................     (19,831)   (6,434)      1,321       3,136       2,915
Operating Ratio (1)......................      117.8%     104.3%      99.1%       97.5%       97.3%
Number of Shipments (000's) -
    Less-than-truckload..................         782      1,228      1,166       1,076         952
    Truckload  ..........................          24         23         23          31          27
Revenue per Hundredweight -
    Less-than-truckload..................  $     8.36   $   8.73   $   8.59    $   9.25    $   8.84
    Truckload  ..........................        2.80       1.94       1.93        2.09        2.04
Tonnage (000's) -
    Less-than-truckload..................         535        757        743         570         503
    Truckload  ..........................         533        437        440         495         461
Intercity Miles Operated (000's).........      32,886     61,235     60,848      51,952      44,523
At Year-End, -
    Terminals (2)........................           0         63         68          66          55
    Tractors and trucks..................           0        701        684         631         585
    Trailers.............................         300      1,631      1,501       1,417       1,194
    Employees  ..........................          11      1,440      1,338       1,287       1,113
    --------------------
</TABLE>

Notes:

                                       3
<PAGE>

(1)  Operating ratio is the percent of operating expenses to operating revenue.
(2)  Includes owned, leased, agent and other operating locations.
(3)  Effective  in 1998  the Company  prospectively  changed its  classification
     of   certain    shipments,    related   tonnage   and   revenues    between
     less-than-truckload  and truckload which affects the  comparability of this
     data with  1996 and 1997  information.  See  "Management's  Discussion  and
     Analysis of  Financial  Condition  and Results of  Operations  - Results of
     Operations" for a more detailed discussion of this change.


                               FINANCIAL SERVICES

      The  Company  operates  in  financial   services   primarily  through  its
subsidiary, Universal Premium Acceptance Corporation ("UPAC") which was acquired
on March 29, 1996 and merged  operations  with  Agency  Premium  Resource,  Inc.
("APR"),  which was acquired May 31, 1995. On May 29, 1998, UPAC acquired Oxford
Premium Finance, Inc. ("Oxford") and merged Oxford's operations with UPAC's.

      UPAC,  headquartered  in Lenexa,  Kansas,  is engaged in the  business  of
financing the payment of insurance premiums.  UPAC offers financing of insurance
premiums  primarily to commercial  purchasers of property and casualty insurance
who wish to pay their insurance premiums on an installment  basis.  Whereas some
insurance carriers require advance payment of a full year's premium, UPAC allows
the insured to spread the payment of the insurance premium over time.

      UPAC finances  insurance premiums without assuming the risk of claims loss
borne by insurance  carriers.  When  insureds  buy an  insurance  policy from an
independent  insurance agency or broker who offers  financing  through UPAC, the
insureds  generally  pay a down  payment of 20% to 25% of the total  premium and
sign a premium finance agreement for the balance,  which is generally payable in
installments over the following nine months.  Under the terms of UPAC's standard
form of  financing  contract,  UPAC is given the power to cancel  the  insurance
policies if there is a default in the payment on the  finance  contracts  and to
collect the unearned  portion of the premiums  from the insurance  carrier.  The
down  payments  are  usually  set  at  a  level  determined,  in  the  event  of
cancellation of a policy,  such that the unearned premiums returned by insurance
carriers are expected to be  sufficient to cover the loan balances plus interest
and other charges due to UPAC.

      UPAC  currently does business with more than 2,300  insurance  agencies or
brokers,  the largest of which referred  approximately  6% of the total premiums
financed by UPAC in 2000. The following  table sets forth certain  financial and
operating  data  with  respect  to UPAC  since the entry  into this  segment  by
TransFinancial in May 1995:

                                2000       1999      1998       1997      1996
                             ----------  --------  --------   --------  --------
Premiums financed (000's)    $201,338    $190,582  $160,773   $122,981  $120,355

      UPAC had 50 employees at December 31, 2000.


                                   Regulation

      UPAC's  operations  are  governed  by  state  statutes,   and  regulations
promulgated  thereunder,  which provide for the  licensing,  administration  and
supervision of premium finance  companies.  Such statutes and regulations impose
significant  restrictions on the operation of UPAC's business. The Federal Truth
in  Lending  statute  also  governs a portion  of the  format of UPAC's  premium
finance agreements.

      UPAC currently  operates as an insurance premium finance company in the 48
contiguous  states under state  licenses it holds or under  foreign  corporation
qualification  in states  that do not require  licensing  of  insurance  premium
finance companies. UPAC generally must renew its licenses annually. UPAC is also
subject to periodic  examinations and  investigations by state  regulators.  The
licensing  agency for  insurance  premium  finance  companies is  generally  the
banking department or the insurance department of the applicable state.

      State statutes and regulations impose minimum capital requirements, govern
the form and content of financing  agreements and limit the interest and service
charges UPAC may impose.  State statutes also prescribe  notice periods prior to
the cancellation of policies for non-payment,  limit  delinquency and collection
charges and govern the procedure for

                                       4
<PAGE>

cancellation  of policies and collection of unearned  premiums.  In the event of
cancellation,  after  deducting all  interest,  service and late charges due it,
UPAC must, under applicable state laws, refund the surplus unearned premium,  if
any, to the insureds.

      Changes in the  regulation of UPAC's  activities,  such as increased  rate
regulation,  could have an adverse effect on its operations. The statutes do not
provide for automatic  adjustments  in the rates a premium  finance  company may
charge. Consequently, during periods of high or rising prevailing interest rates
on  institutional  indebtedness  and fixed statutory  ceilings on rates UPAC may
charge its insureds,  UPAC's  ability to operate  profitably  could be adversely
affected.*

                                   Competition

      UPAC encounters intense  competition from numerous other firms,  including
insurance  carriers  offering   installment  payment  plans,  finance  companies
affiliated  with insurance  carriers,  independent  insurance  brokers who offer
premium finance services,  banks and other lending institutions.  Many of UPAC's
competitors  are larger and have greater  financial and other  resources and are
better known to insurance agencies and brokers than UPAC. In addition, there are
few, if any, barriers to entry in the event other firms,  particularly insurance
carriers and their affiliates, seek to compete in this market.

      The market for premium finance  companies is three-tiered.  The first tier
is that of large,  national  premium finance  companies owned by large insurance
companies,  banks, or commercial finance companies.  This group is composed of a
small number of  companies  that,  on a combined  basis,  finance a  substantial
portion of the total market.  The second tier,  which includes UPAC, is composed
of smaller  regional and national premium finance  companies.  The third tier is
composed of numerous small local premium finance companies.

      Competition to provide premium financing to insureds is based primarily on
interest rates,  level of service to the agencies and insureds,  and flexibility
of terms for down payment and number of payments.


                              INDUSTRIAL TECHNOLOGY

      In July 1997,  the  Company  acquired a  controlling  interest  in Presis,
L.L.C.  ("Presis") and  subsequently  purchased the minority  interests from the
former  owners in 1998.  Presis is a start-up  business  involved in  developing
technical advances in dry particle processing.  The Company defines dry particle
processing  as  a  process  of  preparing  compounds,   such  as  pigments,  for
incorporation into  manufacturing  processes in a dry or powder form rather than
in liquid or paste form. Presis has working  prototypes that it is utilizing for
research and testing which will require further  engineering before being placed
in commercial  operation.  In the event the process is  successfully  developed,
Presis  expects to market its process to companies  processing  pigments used in
the  production  of inks,  paints and  coatings by  replacing  or  supplementing
current wet milling  processes.* The Company does not expect to spend a material
amount on research and  development  in 2001.* The Company does not believe that
its business will be materially affected by environmental laws.*

      Competition   in  the   particle-processing   field  is   primarily   with
manufacturers of machinery using various milling processes (including three-roll
mills,  media mills, air jet mills and hammer mills).  Many of the manufacturers
of such  machinery  used in competing  processes are more  established  and have
substantially  greater  resources  than  Presis.  Presis  did not  engage in any
development activity during 2000.


                                       5
<PAGE>


                             AMERICAN FREIGHT SYSTEM

      American  Freight  System,  Inc.  ("AFS")  was  treated as a  discontinued
operation of  TransFinancial  from 1991 through 2000. The primary  obligation of
AFS was to administer the provisions of a Joint Plan of  Reorganization  ("Joint
Plan").  As of December 31, 1994,  all unsecured  creditors  were paid an amount
equal  to 130% of their  allowed  claims,  which  was the  maximum  distribution
provided under the Joint Plan.

      In 1992 through 1994 TransFinancial  received  distributions in accordance
with the Joint Plan of $36  million.  In  addition,  AFS paid cash  dividends of
$25.0 million,  $6.8 million, $8.5 million and $9.2 million to TransFinancial on
December 28, 1994,  July 5, 1995,  July 11, 1996 and April 30, 1998.  AFS made a
final  distribution  to  TransFinancial  of  $715,000 in  December  2000.  These
proceeds were the result of the  settlement of the last open legal matter in the
AFS estate.  AFS received its "final" order from the bankruptcy court in January
2001.

Item 2.  Properties.

      TransFinancial's,  TFH L&T's,  UPAC's and  Presis'  corporate  offices are
located in  approximately  22,000  square  feet of a 24,000  square  foot office
building  owned by the Company at 8245 Nieman Road,  Lenexa,  Kansas 66214.  The
remainder of the space is leased to third-party tenants.

Item 3.     Legal Proceedings.

      TransFinancial's operating subsidiaries are parties to routine litigation.
TransFinancial  and its subsidiaries  maintain insurance programs and accrue for
expected  losses in amounts  designed to cover  liability  resulting  from these
claims. In the opinion of management,  the outcome of such claims and litigation
will not  materially  affect  the  Company's  financial  position  or results of
operations.*

      The Company and its  directors  have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County,  Delaware.
The suit seeks  declaratory,  injunctive and other relief relating to a proposed
management  buyout of the Company.  The suit  alleges that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management  buyout group's  proposal.  The suit seeks  certification  as a class
action complaint.  The proposed management buyout was terminated on February 18,
2000. The plaintiff  filed an amended class action  complaint on August 9, 2000,
seeking  damages  in  excess of $4.50 per  share  for the  alleged  breaches  of
fiduciary  duties. A motion to dismiss and an amended  complaint have been filed
and the Company  believes this suit will not have a material  adverse  effect on
the financial condition, liquidity or results of operations of the Company.*

Item 4.  Submission of Matters to a Vote of Security Holders.

      No matters were  submitted to a vote of the  security  holders  during the
fourth quarter of 2000.
________________________________________________________________________________
      Pursuant to General  Instruction G, the  information  regarding  executive
officers of the Company  required by Item 401 of Regulation S-K is  incorporated
herein by reference from Item 10.


                                       6
<PAGE>


PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters.

(a)   Market Information.

      TransFinancial's  Common  Stock is traded on the American  Stock  Exchange
under the symbol TFH. The following table shows the sales price  information for
each quarterly period of 2000 and 1999.
      2000                                    High          Low
      ----                                 ----------    ---------

      Fourth Quarter......................   $   1.69    $   .25
      Third Quarter.......................       1.88        .44
      Second Quarter......................       2.00       1.50
      First Quarter.......................       5.50       1.31

      1999                                    High          Low
      ----                                 ----------    ---------

      Fourth Quarter......................   $  5 1/2    $  4
      Third Quarter.......................      6 1/2       3  3/4
      Second Quarter......................      5 1/8       3  1/4
      First Quarter.......................      4 7/8       2  3/4


 (b)  Holders.
                                                     Number of
                                                 Holders of Record
      Title of Class                           at December 31, 2000
      --------------                           --------------------

      Common Stock, par value $0.01 per share            1,129

(c)   Dividends.

      No cash dividends were paid during 2000 or 1999 on TransFinancial's Common
Stock.  TransFinancial  currently  intends to retain any  earnings  and does not
anticipate  paying  cash  dividends  on its  Common  Stock in the near  future.*
TransFinancial's  future  policy with  respect to the payment of cash  dividends
will depend on several factors including, among others, acquisitions,  earnings,
capital  requirements,  financial condition and operating results. See Note 4 of
Notes to Consolidated  Financial  Statements for a discussion of restrictions on
the ability of TransFinancial's  subsidiaries to pay dividends to TransFinancial
and the ability of TransFinancial to pay cash dividends.


                                       7
<PAGE>


Item 6.     Selected Financial Data.
<TABLE>
<CAPTION>

                                     2000       1999       1998       1997     1996
                                     ----       ----       ----       ----     ----
                                         (In  Thousands,   Except  Per  Share Data)
<S>                                <C>       <C>         <C>       <C>       <C>
Operating Revenue.............     $ 12,721  $  12,339   $ 10,376  $ 10,026  $ 8,793
                                   ========  =========   ========  ========  =======
Income (Loss) from Continuing
    Operations................     $   (669) $    (417)  $(2,307)  $  (718)  $ (372)
                                   ========= ==========  ========  ========  =======
Income (Loss) from Discontinued
    Operations (1)............     $(22,000) $  (7,667)  $    280  $  1,818  $ 1,224
                                   ========= ==========  ========  ========  =======

Net Income (Loss).............     $(22,669) $  (8,084)  $(2,027)  $  1,100  $   852
                                   ========= ==========  ========  ========  =======
Basic Earnings (Loss) per Share -
    Continuing Operations.....     $  (0.20) $   (0.12)  $ (0.43)  $ (0.12)  $(0.05)
    Discontinued Operations...        (6.71)     (2.25)     0.04      0.30     0.18
                                   --------- ----------  --------  --------  -------
    Total.....................     $  (6.91) $   (2.37)  $ (0.39)  $  0.18   $ 0.13
                                   ========= ==========  ========  ========  =======

Diluted Earnings (Loss) per Share -
    Continuing Operations.....     $  (0.20) $   (0.12)  $ (0.43)  $ (0.12)  $(0.05)
    Discontinued Operations...        (6.71)     (2.25)      .04      0.30     0.17
                                   --------- ----------  --------  --------  -------
    Total.....................     $  (6.91) $   (2.37)  $ (0.39)  $  0.18   $ 0.12
                                   ========= ==========  ========  ========  =======

Total Assets (2)..............     $ 92,837  $  47,153   $ 56,756   $76,075  $78,713
                                   ========  =========   ========   =======  =======

Current Maturities
     of Long-Term Debt........     $     --  $      --   $     --   $    --  $    --
                                   ========  =========   ========   =======  =======

Long-Term Debt................     $     --  $      --   $     --   $    --  $    --
                                   ========  =========   ========   =======  =======

Cash Dividends per
    Common Share..............     $     --  $      --   $     --   $    --  $    --
                                   ========  =========   ========   =======  =======
</TABLE>

(1)   See Note 2 to the Notes to Consolidated Financial Statements.

(2)   See Note 4 to the Notes to Consolidated Financial Statements.



Item 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

                              RESULTS OF OPERATIONS

      At December 31, 2000,  TransFinancial operated in two distinct industries;
insurance premium finance and industrial  technology.  The company  discontinued
its transportation operations during 2000.

Financial Services

      2000 vs. 1999
      -------------

      For 2000,  UPAC  reported an  operating  loss of $90,000 on net  financial
service revenue of $7.2 million,  as compared to operating  income of $1,341,000
on net revenue of $8.3 million for 1999.  The  decrease in operating  income and
net financial  services revenue were the result of lower interest spreads due to
rising  debt  costs,  and  elimination  of gain on sale  treatment  of  accounts
receivable. The change in gain on sale treatment of accounts receivable resulted
in a non-cash reduction of revenue of $768,000.  Operating expenses increased by
4.3%  from  $7.0  million  in 1999 to $7.3  million  in 2000,  primarily  due to
professional  and  consulting  expenses  related to  refinancing  of UPAC's debt
facility.

                                       8
<PAGE>

      UPAC  reported  a net loss of  $186,000  for  2000,  not  considering  the
valuation  allowance  provided  against  consolidated  deferred  tax assets,  as
compared  to net  income of  $682,000  for 1999,  as a result of  decreased  net
financial revenue and increased operating expenses.

      1999 vs. 1998
      -------------

      For 1999,  UPAC reported  operating  income of $1,341,000 on net financial
services  revenue of $8.3 million,  as compared to an operating loss of $653,000
on net revenue of $7.0 million for 1998. The increase in net financial  services
revenue and operating income in 1999 were the result of increased  average total
receivables  financed,  offset  in part  by  lower  average  yields  on  finance
contracts.  The growth in average  total  receivables  was due  primarily to the
acquisition of Oxford Premium Finance,  Inc. on May 29, 1998 and the addition of
marketing  representatives  since  the  beginning  of 1998.  Operating  expenses
declined  8.4% from $7.6 million in 1998 to $7.0  million in 1999,  due to lower
salaries,  wages and employee benefits resulting from reduced employee headcount
and the inclusion in 1998 of certain  charges  relative to  management  contract
adjustments  and a  decrease  in  consulting  fees in 1999  resulting  from  the
expiration,  effective  December 31, 1998,  of a consulting  agreement  with the
former owner of UPAC.  Increased  provisions for credit losses in 1999 partially
offset  the  reductions  in  operating  expenses  in the  period.  Additionally,
operating expenses for 1998 include $333,000 of additional  depreciation related
to the change in estimated useful life for certain purchased software.

      UPAC  reported  net  income of  $682,000  for 1999,  not  considering  the
valuation  allowance  provided  against  consolidated  deferred  tax assets,  as
compared to a net loss of $535,000 for 1998,  as a result of increased  revenues
and decreased operating expenses as discussed above.

Industrial Technology
---------------------

      In 2000,  Presis  incurred  operating  expenses  of $38,000 as compared to
operating  expenses of $212,000 in 1999 and  $1,469,000 in 1998. The decrease in
operating expenses in 2000 and 1999 as compared to 1998 is due to the limitation
of expenditures  to essential  activities  related to continued  development and
testing of its  technology  and the  inclusion  in 1998 of  charges of  $244,000
relating to  termination  of certain  management  and  consulting  contracts and
$525,000  resulting  from  the  adjustment  of the  carrying  value  of  certain
equipment  and  intangibles  to fair value (See Note 1 of Notes to  Consolidated
Financial Statements). Presis engaged in no development activity in 2000.

Other
-----

      Included in general corporate expenses of 1999 are approximately  $380,000
of legal,  accounting and financial advisor fees incurred in the evaluation of a
now terminated  proposal by certain  members of management to acquire all of the
outstanding shares of the Company.

      In connection with a failed takeover attempt in 1998, the Company incurred
$500,000  in  transaction  costs  and  expenses  that are  included  in  general
corporate  expenses.  Additionally,  general  corporate charges of $700,000 were
recorded in 1998, principally to reflect certain excess costs incurred to remove
contaminated soil from a site formerly owned by the Company.  A lawsuit has been
filed  against the  environmental  engineering  firm that  performed the initial
cleanup to recover such excess costs.  The Company settled this suit in 2000 for
approximately $735,000.

      As a result of the  Company's  use of funds for the stock  repurchases  in
1999 and 1998,  interest earnings on invested funds were substantially  lower in
1999  than in 1998.  Interest  expense  increased  substantially  in 1999 due to
borrowings on long-term  debt incurred to repurchase  stock and fund  operations
and increases in interest rates on borrowings in 1999 and 1998.

      TransFinancial's  effective income tax provision (benefit) rates for 2000,
1999 and 1998 were 0%, 6% and (29%). In 2000 and 1999, the Company's  income tax
provision  (benefit)  was  ($51,000)  and  $433,000  on a pre-tax  loss of $22.7
million and $7.7 million,  respectively,  primarily as a result of the valuation
allowance.

Forward-Looking Statements
--------------------------

      The Company believes certain statements contained in this Annual Report on
Form  10-K  which  are  not   statements  of  historical   fact  may  constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, including,  without limitation, the statements
specifically  identified  as  forward-looking  statements  in this

                                       9
<PAGE>

Form 10-K.  In  addition,  the Company  believes  certain  statements  in future
filings by the Company  with the  Securities  and  Exchange  Commission,  in the
Company's press releases, and in oral statements made by or with the approval of
an  authorized  executive  officer of the Company,  which are not  statements of
historical fact, may constitute forward-looking statements within the meaning of
the Act. Examples of forward-looking  statements include, but are not limited to
(i) projections of revenues, income or loss, earnings or loss per share, capital
expenditures,  the payment or  non-payment of dividends,  capital  structure and
other financial items, (ii) statements of plans and objectives of the Company or
its management or Board of Directors,  including plans or objectives relating to
the products or services of the Company,  (iii)  statements  of future  economic
performance,  and (iv)  statements  of  assumptions  underlying  the  statements
described in (i), (ii) and (iii). These forward-looking statements involve risks
and uncertainties which may cause actual results to differ materially from those
anticipated in such  statements.  The following  discussion  identifies  certain
important factors that could affect the Company's actual results and actions and
could   cause  such   results  or   actions  to  differ   materially   from  any
forward-looking  statements  made by or on behalf of the Company  that relate to
such results or actions.  Other factors,  which are not identified herein, could
also have such an effect.

Financial Services
------------------

      Certain specific factors which may affect the Company's financial services
operation include:  the performance of financial markets and interest rates; the
performance of the insurance  industry;  competition  from other premium finance
companies  and  insurance  carriers for finance  business in the  Company's  key
operating  states;  changes  in  interest  rates in states in which the  Company
operates;  greater than expected credit losses;  the acquisition and integration
of additional  premium  finance  operations or receivables  portfolios;  and the
inability to obtain continued financing at a competitive cost of funds.

Industrial Technology
---------------------

      Presis is a start-up  business formed to develop an industrial  technology
for  dry  particle   processing.   This  technology  is  subject  to  risks  and
uncertainties  in  addition  to  those  generally  applicable  to the  Company's
operations  described herein.  These additional risks and uncertainties  include
the efficacy and  commercial  viability  of the  technology,  the ability of the
venture to market the  technology,  the  acceptance  of such  technology  in the
marketplace,  the general  tendency of large  corporations  to be slow to change
from known technology, the ability to protect its proprietary information in the
technology  and  potential  future  competition  from third  parties  developing
equivalent  or  superior  technology.  As a result of these and other  risks and
uncertainties,  the future results of operations of the venture are difficult to
predict,  and such  results may be better or worse than  expected or  projected.
Presis engaged in no development activity in 2000.

Other Matters
-------------

      With respect to  statements  in Item 3 regarding the outcome of claims and
litigation,  such statements are subject to a number of risks and uncertainties,
including  without  limitation  the  difficulty of predicting the results of the
discovery process and the final resolution of ongoing claims and litigation.

      With  respect to  statements  in this Report  which  relate to the current
intentions of the Company and its  subsidiaries  or of management of the Company
and its subsidiaries, such statements are subject to change by management at any
time without notice.

      With respect to statements in "Financial Condition" regarding the adequacy
of the Company's capital  resources,  such statements are subject to a number of
risks and uncertainties including, without limitation: the ability of management
to effect operational changes to improve the future economic  performance of the
Company  (which is  dependent  in part upon the factors  described  above);  the
ability of the Company to successfully liquidate the transportation  operations,
the  ability of the Company and its  subsidiaries  to comply with the  covenants
contained in the financing  agreements;  and material expenditures not currently
anticipated by management.

      With respect to statements in "Financial Condition" regarding the adequacy
of the allowances for credit losses,  such statements are subject to a number of
risks and uncertainties  including,  without  limitation:  greater than expected
defaults  by  customers,  fraud  by  insurance  agencies  and  general  economic
conditions.

                                       10
<PAGE>

General Factors
---------------

      Certain  general  factors  that could  impact any or all of the  Company's
operations include: changes in general business and economic conditions; changes
in governmental regulation;  and tax changes. Expansion of these businesses into
new  states or  markets  is  substantially  dependent  on  obtaining  sufficient
business  volumes  from  existing  and new  customers  in these new  markets  at
compensatory  rates.  The board of directors  and  management of the Company are
continually reviewing the long-term plans of the Company in consideration of the
best interests of the shareholders.

      The cautionary  statements  made pursuant to Section 21E of the Securities
Exchange Act of 1934, as amended, are made as of the date of this Report and are
subject to change.  The  cautionary  statements set forth in this Report are not
intended to cover all of the factors that may affect the Company's businesses in
the future.  Forward-looking  information  disseminated  publicly by the Company
following the date of this Report may be subject to additional factors hereafter
published by the Company.

                               FINANCIAL CONDITION

      As of December  31,  2000,  the  Company's  net  working  capital was $7.0
million as compared to working capital of $28.4 million as of December 31, 1999.
The  Company's  current  ratio  was 1.1 and its  ratio of total  liabilities  to
tangible  net worth was 8.4 as of December  31,  2000,  as compared to a current
ratio of 5.2 and a ratio of total liabilities to tangible net worth of 0.2 as of
December 31, 1999.  The  decrease in working  capital and current  ratio was the
result  of the  losses  in the  Company's  transportation  group in  2000.  Cash
generated from operating  activities  decreased in 2000 as compared to 1999, due
primarily  to  continuing  operating  losses  in  the  Company's  transportation
operations.

      The Company has  experienced  operating  losses in 2000, 1999 and 1998 and
significantly reduced cash flows from operating activities in 2000 through 1998.
In addition,  the Company violated certain covenants in its financing agreements
in 2000 and 1999. The report of the Company's  Independent  Accountants contains
an explanatory  paragraph  indicating that these factors raise substantial doubt
about the Company's ability to continue as a going concern.

      Investing  Activities - UPAC entered  into an $80 million  revolving  loan
agreement  in May  2000  eliminating  the off  balance  sheet  treatment  of its
accounts  receivable.  The continuing wind down of its  discontinued  operation,
AFS, has been a source of cash to the Company's operation as AFS distributed $.7
million and $6.3 million in cash dividends in 2000 and 1998,  respectively.  The
principal use of cash has been the acquisitions of Oxford for approximately $4.2
million in 1998.

      Financing  Activities - UPAC has a revolving loan  agreement  providing an
 $80 million facility based on eligible  receivables.  The interest charge under
 this  agreement  is based on  commercial  paper rates,  plus the lending  banks
 program fees.

      Pursuant to a  definitive  stock  purchase  agreement  resolving a hostile
takeover attempt,  the Company repurchased  2,115,422 shares of its common stock
held by the Crouse family,  including  881,550 shares  registered in the name of
TJS Partners, LP, all at a price of $9.125 per share, effective August 14, 1998.
The Company paid and expensed  $350,000 of legal and other expenses  incurred by
the Crouse family in connection with the takeover  attempt.  See Note 5 of Notes
to Consolidated  Financial  Statements.  The Company funded the stock repurchase
out of available cash and short-term investments, the proceeds from the sale and
leaseback of  approximately  $4.2 million of revenue  equipment and the proceeds
from a $10.0 million secured loan.


                                       11
<PAGE>


      In the first  quarter  of 1999,  the  Board of  Directors  authorized  the
repurchase of 1,030,000 shares of the Company's  common stock.  Through December
31,  1999,  a total of  683,241  shares had been  repurchased  at a cost of $2.6
million.  The  repurchase  of these  shares was funded from the  proceeds of the
additional term loan borrowings described above.

      As announced by the Company in a press release dated June 21, 1999,  three
TransFinancial  directors, the Company's Chairman,  Vice-Chairman and President,
presented  a proposal  to the Board of  Directors  of the  Company by which they
would agree to acquire all of the outstanding stock of the Company for $5.25 per
share in cash.  The Board of  Directors  appointed  a Special  Committee  of the
independent  directors to consider this proposal and other options.  The Special
Committee  engaged  the  general  counsel of the  Company as legal  counsel  and
engaged a financial  advisor to assist it in  evaluating  the proposal and other
strategic  options.  On October  19,  1999,  the Company  executed a  definitive
agreement  pursuant to which COLA Acquisitions,  Inc. ("COLA"),  a company newly
formed by the three TransFinancial  directors,  would acquire all of the Company
stock not owned by such  directors  for $6.03 in cash.  Effective  February  18,
2000, COLA notified the Company that its bank financing  necessary to consummate
the proposed merger had been  withdrawn.  The receipt of financing by COLA was a
condition to the  consummation of the proposed merger.  As a result,  the Merger
Agreement was terminated.

      The Company and its  directors  have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County,  Delaware.
The suit seeks  declaratory,  injunctive and other relief relating to a proposed
management  buyout of the Company.  The suit  alleges that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company,  imposed  arbitrary time constraints on those making offers and favored
the management buyout group's proposal.  The suit seeks certification as a class
action complaint.  The proposed management buyout was terminated on February 18,
2000. The plaintiff  filed an amended class action  complaint on August 9, 2000,
seeking  damages  in  excess of $4.50 per  share  for the  alleged  breaches  of
fiduciary  duties. A motion to dismiss and an amended  complaint have been filed
and the Company  believes this suit will not have a material  adverse  effect on
the financial condition, liquidity or results of operations of the Company.*

      The amount of the  allowance  for credit  losses is based on periodic (not
less than  quarterly)  evaluations  of the portfolios  based on historical  loss
experience,  detail account by account agings of the portfolios and management's
evaluation of specific accounts.  Management  believes the allowances for credit
losses are  adequate to provide for  potential  losses.*  See Note 1 of Notes to
Consolidated Financial Statements - Summary of Significant Accounting Policies -
Allowance for Credit Losses.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

      At December 31, 2000,  the Company's  primary market risk is interest rate
risk.  Changes  in  short-term  interest  rates  could  affect the amount of the
Company's  interest expense on its variable  interest rate debt. The Company has
not obtained any  financial  instruments  for trading  purposes.  The  Company's
variable interest rate debt was $66,250,000 as of December 31, 2000.

      At December 31, 2000,  UPAC had an $80 million  revolving  loan  agreement
with  allowable  maturities  from 1 to  270  days.  The  collateral  under  this
agreement is the company's finance accounts receivable which are generally fixed
rate notes and typically  have a term of 9 months.  The interest  expense on the
revolving  loan  agreement is based on  commercial  paper rates,  plus the banks
program  fees.  As of  December  31,  2000,  UPAC had a total  finance  accounts
receivable portfolio of $84.6 million.  UPAC does not currently use derivatives,
such as  interest  rate  swaps,  to manage its  interest  rate risk and does not
engage in any other hedging activities.

      The  estimated  impact of a  hypothetical  100 basis  point (one  percent)
change in short-term  interest  rates on the Company's  interest  expense on the
variable  interest  rate  debt is  approximately  $356,000  and  $314,000  as of
December 31, 2000 and 1999, respectively.  This hypothetical short-term interest
rate change is based on existing  business and economic  conditions  and assumes
that UPAC would pass the increase in interest  rates on to its  customers in new
finance contracts generated after the increase.*

                                       12
<PAGE>









                             This page is intentionally blank.

                                       13
<PAGE>


Item 8.     Financial Statements and Supplementary Data



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of TransFinancial Holdings, Inc.:

      We have audited the consolidated balance sheet of TransFinancial Holdings,
Inc. and its subsidiaries as of December 31, 2000 and the related  statements of
income,  shareholders'  equity,  and cash flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
schedule based on our audit.

      We conducted our audit in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of TransFinancial  Holdings,
Inc. and its  subsidiaries  (the "Company") at December 31, 2000 and the results
of their  operations and their cash flows for the year ended in conformity  with
accounting principles generally accepted in the United States.

      The accompanying financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations, has experienced significantly reduced cash flows from operating
activities  and has  violated  covenants  of  financing  agreements  that  raise
substantial  doubt in its ability to continue as a going  concern.  Management's
plans in regard to these matters are also described in Note 1. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.







                                                      WEAVER & MARTIN, LLC

Kansas City, Missouri

March 23, 2001







                                       14
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS
                                FOR 1999 AND 1998

      The registrant was unable to obtain a report from the  registrant's  prior
independent  accountants with respect to the  consolidated  balance sheet of the
registrant  and its  subsidiaries  as of  December  31,  1999  and  the  related
statements of income,  shareholders'  equity, and cash flows for the years ended
December 31, 1999 and 1998 prior to filing this Annual Report on Form 10-K.

      As soon as the registrant  obtains such a report, the registrant will file
such report by amendment to this Annual Report on Form 10-K.




                                       15
<PAGE>




                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                                                December 31
                                                         ----------------------
                                                            2000          1999
                                                         ---------    ---------
                                                              (In Thousands)
                        ASSETS
Current Assets
   Cash and cash equivalents..........................   $     258    $   1,076
   Finance accounts receivable,
      less allowance for credit losses of $1,490 and $870
      (Note 4)                                              80,945       15,305
   Discontinued Operations, net (Note 2)..............          --       17,888
   Other current assets...............................         753          964
                                                         ---------    ---------
      Total current assets............................      81,956       35,233
                                                         ---------    ---------
Operating Property, at Cost
   Land...............................................         339          322
   Structures and improvements........................       1,474        1,429
   Other operating property...........................       1,083        1,101
                                                         ---------    ---------
                                                             2,896        2,852
   Less accumulated depreciation......................      (1,069)        (847)
                                                         ---------    ---------
      Net operating property..........................       1,827        2,005
                                                         ---------    ---------
Intangibles, net of accumulated amortization..........       8,946        9,005
Other Assets..........................................         108          910
                                                         ---------    ---------
                                                         $  92,837    $  47,153
                                                         =========    =========
         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Cash overdrafts....................................   $   1,161    $   1,049
   Accounts payable...................................       2,309        2,477
   Revolving bank loan (Note 4).......................      66,250           --
   Accrued payroll and fringes........................          66          326
   Other accrued expenses.............................       1,674        2,905
   Discontinued Operations, net (Note 2)..............       3,500           --
                                                         ---------    ---------
      Total current liabilities.......................      74,960        6,757
                                                         ---------    ---------
Deferred Income Taxes (Note 6)........................          --           --
Contingencies and Commitments (Note 7)................          --           --
Shareholders' Equity (Notes 5 and 8)
   Preferred stock $0.01 par value,
      authorized 1,000,000 shares, none outstanding...          --           --
   Common stock $0.01 par value, authorized
      13,000,000 shares, issued 7,623,852 and
      7,597,931 shares................................          76           76
   Paid-in capital....................................       6,254        6,104
   Retained earnings..................................      46,614       69,283
   Treasury stock, 4,345,561 shares, at cost..........     (35,067)     (35,067)
                                                         ---------    ---------
      Total shareholders' equity......................      17,877       40,396
                                                         ---------    ---------
                                                         $  92,837    $  47,153
                                                         =========    =========

           The accompanying notes to consolidated financial statements
                  are an integral part of these balance sheets.

                                       16
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                      Year Ended December 31
                                             ----------------------------------
                                                2000        1999         1998
                                             ---------    ---------   ---------
                                                  (In Thousands, Except
                                                    Per Share Amounts)

Interest and Servicing Revenue............   $   9,742    $   9,431   $   8,128
Fee Revenue...............................       2,801        2,689       2,030
Other.....................................         178          219         218
                                             ---------    ---------   ---------
      Total operating revenue.............      12,721       12,339      10,376
                                             ---------    ---------   ---------

Operating Expenses
   Salaries, wages and employee benefits..       3,042        3,121       3,267
   Interest and securitization costs (Note 4)                 5,439       3,897
3,275
   Operating supplies and expenses........       3,136        3,153       4,529
   Provision for credit losses............       1,366        1,193         827
   Insurance and claims...................         178          175         148
   Depreciation and amortization..........         816          893       2,238
                                             ---------    ---------   ---------
      Total operating expenses............      13,977       12,432      14,284
                                             ---------    ---------   ---------

Operating Income (Loss)...................      (1,256)         (93)     (3,908)
                                             ---------    ---------   ---------

Nonoperating Income (Expense)
   Interest income........................           8           81         430
   Interest expense.......................        (123)          (3)        (11)
   Other, net.............................         651           31          (1)
                                             ---------    ---------   ---------
      Total nonoperating income (expense).         536          109         418
                                             ---------    ---------   ---------

Income (Loss) Before Income Taxes.........        (720)          16      (3,490)
Income Tax Provision (Benefit) (Note 6)...         (51)         433      (1,183)
                                             ----------   ---------   ---------
Income (Loss) from Continuing Operations..        (669)        (417)     (2,307)
                                             ----------   ----------  ---------

Discontinued Operations (Note 2)..........     (12,900)      (7,667)        624
Income Tax Provision (Benefit) (Note 4)...          --           --         344
                                             ---------    ---------   ---------
Income (Loss) from Discontinued Operations (Note 2)         (12,900)     (7,667)
280

Loss on Closing of Discontinued
Operations................................      (9,100)          --          --

Net Income (Loss).........................   $ (22,669)   $  (8,084)  $  (2,027)
                                             =========    =========   =========

Basic and Diluted Earnings (Loss) Per Share
of Continuing Operations...................  $   (0.20)   $   (0.12)  $  (0.43)
                                             =========    =========   =========
Basic and Diluted Earnings (Loss) Per Share
of Discontinued Operations.................  $   (6.71)   $   (2.25)  $    0.04
                                             =========    =========   =========

Basic and Diluted Earnings (Loss) Per Share  $   (6.91)   $   (2.37)  $   (0.39)
                                             =========    =========   =========


Basic Average Shares Outstanding..........       3,278        3,415       5,249
                                             =========    =========   =========

Diluted Average Share Outstanding.........       3,506        3,425       5,263
                                             =========    =========   =========

         The accompanying notes to consolidated financial statements are
                     an integral part of these statements.

                                       17
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31
                                             -----------------------------------
                                                2000         1999         1998
                                             ---------     --------   ----------
                                                        (In Thousands)
Cash Flows From Operating Activities-
   Net income (loss)......................   $ (22,669)   $  (8,084)  $  (2,027)
   Adjustments to reconcile net income (loss)
   to net cash generated by operating
   activities-
      Depreciation and amortization.......         816          893       2,238
      Debt cost amortization..............         365          133          64
      Provision for credit losses.........       1,366        1,193         827
      Deferred tax provision..............           0          681      (2,644)
      Other...............................
      Net increase (decrease) from change in
      working capital items affecting
      operating activities-
         Accounts Receivable..............      (3,132)      (6,219)     (1,447)
         Accounts Payable.................        (168)         883        (196)
         Other............................      (1,148)        (198)        809
         Loss from and on discontinued
         operations.......................      22,000        7,667        (280)
                                             ----------   ----------  ----------
                                                (2,570)      (3,051)     (2,656)
                                             ----------   ----------  ----------
Cash Flows From Investing Activities-
   Cash from (to) discontinued operations.        (613)       1,542      20,622
   Purchase of operating property.........         (93)        (731)     (4,270)
   Net sales/ repurchase of accounts
   receivables, net.......................     (63,875)       2,305       5,058
   Purchase of finance subsidiary, net of
   cash acquired..........................           0            0      (4,178)
   Purchase of short-term investments.....           0            0      (2,998)
   Maturities of short-term investments...           0            0       6,541
   Other..................................         (37)        (646)       (190)
                                             ----------   ----------  ----------
                                               (64,618)       2,470      20,585
                                             ----------   ----------  ----------

Cash Flows From Financing Activities-
   Line of credit borrowings (repayments),
   net....................................      66,250            0           0
   Cash overdrafts........................         112        1,049         (13)
   Payments to acquire treasury stock.....           0       (2,603)    (19,303)
   Payment for fractional shares from reverse
   stock split............................           0          (11)        (96)
   Other..................................           8            9         (82)
                                             ----------   ----------  ----------
                                                66,370       (1,556)    (19,494)
                                             ----------   ----------  ----------

Net Decrease in Cash and Cash Equivalents.        (818)      (2,137)     (1,565)
Cash and Cash Equivalents:
   Beginning of period....................       1,076        3,213       4,778
                                             ----------   ----------  ----------
   End of period..........................   $     258    $   1,076   $   3,213
                                             ==========   ==========  ==========


                                       18
<PAGE>



                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


Supplemental Schedule of Noncash Investing Activities:

   In  1998,  the  Company  acquired  all of the  capital  stock of  Oxford  for
   approximately  $4,178,000.  In conjunction with the acquisition,  liabilities
   were assumed as follows:

                                                                1998

   Fair value of assets acquired............................  $22,338
   Cash paid for capital stock and acquisition expenses.....   (4,178)
   Intangibles..............................................    1,876
                                                              -------
   Liabilities assumed......................................  $20,036
                                                              =======


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


                                       19
<PAGE>


<TABLE>
<CAPTION>

                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


                                                                                        Total
                                                                                       Share-
                                  Common       Paid-In     Retained     Treasury      holders'
                                   Stock       Capital     Earnings       Stock        Equity
                                   -----       -------     --------       -----        ------
                                                        (In Thousands)

<S>                              <C>          <C>        <C>          <C>           <C>
Balance at December 31, 1997.... $     75     $  5,581   $  79,394    $  (12,565)   $  72,485

Net loss........................       --           --      (2,027)           --       (2,027)
Issuance of shares under
   Incentive Stock Plan.........        1          509          --          (591)         (81)
Purchase of 2,115,422 shares
   of common stock..............       --           --          --       (19,303)     (19,303)
                                 --------     --------   ---------    ----------    ---------

Balance at December 31, 1998....       76        6,090      77,367       (32,459)      51,074
                                 --------     --------   ---------    ----------    ---------

Net loss........................       --           --      (8,084)           --       (8,084)
Issuance of shares under
   Incentive Stock Plan.........       --           14          --            (5)           9
Purchase of 683,241 shares
   of common stock..............       --           --          --        (2,603)      (2,603)
                                 --------     --------   ---------    ----------    ---------

Balance at December 31, 1999....       76        6,104      69,283       (35,067)      40,396
                                 --------     --------   ---------    ----------    ---------

Net income......................       --           --     (22,669)           --      (22,669)
Issuance of shares under Deferred
   Compensation Arrangements....       --          143          --            --          143
Issuance of shares under
   Incentive Stock Plan.........       --            7          --            --            7
                                 --------     --------   ---------    ----------    ---------

Balance at December 31, 2000.... $     76     $  6,254   $  46,614    $  (35,067)   $  17,877
                                 ========     ========   =========    ==========    =========
</TABLE>



           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                       20
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2000 and 1999


1.   Summary of Significant Accounting Policies

     Principles of Consolidation - The consolidated financial statements include
TransFinancial  Holdings,  Inc. and its subsidiary  companies  ("the Company" or
"TransFinancial"). TransFinancial's principal operations include TFH Logistics &
Transportation  Services, Inc. ("TFH L&T") and its subsidiaries,  Crouse Cartage
Company ("Crouse") and Specialized Transport,  Inc.  ("Specialized"),  Universal
Premium Acceptance Corporation and its affiliates, Agency Premium Resource, Inc.
("APR"),  Oxford Premium Finance,  Inc. ("Oxford") and UPAC of California,  Inc.
(together  "UPAC"),  and Presis,  L.L.C.  ("Presis").  The operating  results of
Oxford  are  included  from  May 29,  1998,  the  date of its  acquisition.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

     Going Concern - The  accompanying  financial  statements have been prepared
assuming  that the Company  will  continue as a going  concern.  The Company has
experienced  operating losses in 2000, 1999 and 1998 and  significantly  reduced
cash flows from operating activities.  In addition, the Company violated certain
covenants in its financing  agreements  in 2000.  The Company  discontinued  its
transportation  operations  during  2000  (See  Note  2).  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

     The  Company's  ability  to  continue  as a  going  concern  is  ultimately
dependent on its ability to successfully liquidate the transportation operations
outside  bankruptcy.  Management  believes  that it will be  successful  in that
liquidation  process.* The financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

     Accounting  for  the   Impairment  of  Long-Lived   Assets  -  The  Company
periodically reviews its long-lived assets and associated  intangible assets and
has  identified no events or changes in  circumstances  which  indicate that the
carrying  amount of these  assets may not be  recoverable,  except as  described
below. When potential impairments are indicated,  impairment losses, if any, are
measured by the excess of carrying  values over fair values.  An  evaluation  of
certain equipment and intangible assets of the Company's  industrial  technology
operation  resulted in the  determination  that these assets were impaired.  The
impaired assets were written down by $525,000 effective September 30, 1998. Fair
value was based on  estimated  discounted  future cash flows to be  generated by
these assets and management's  estimate of the value realizable from sale of the
assets.  This writedown is included in  "Depreciation  and  Amortization" in the
Consolidated  Statements of Income. This writedown is included in "Other" in the
Consolidated Statements of Income.

     Recognition of Revenue - Finance charges on premium finance receivables are
recognized when earned under  applicable  state  regulations  using methods that
approximate  the  interest  method.  Recognition  of earned  finance  charges on
delinquent  accounts is suspended when it is determined that  collectibility  of
principal  and  interest is not  probable.  Interest on  delinquent  accounts is
recognized when collected. Gains on sale of receivables under the securitization
agreement are recorded when the receivables are sold (See Note 4). Late fees and
other  ancillary fees are  recognized  when  chargeable.  Accounts are generally
charged off when deemed  uncollectible.  Recoveries  of charged off accounts are
recognized when collected.

     The Company and UPAC had entered  into a  securitization  agreement  with a
financial  institution  whereby  undivided  interests  in a  designated  pool of
accounts   receivable  can  be  transferred  on  an  ongoing  basis.  Under  the
securitization  agreement UPAC recognized  gains on sales of receivables.  These
gains  are  shown as  service  revenue  on the  accompanying  income  statement.
Effective May 26, 2000, the securitization agreement was assigned to and assumed
by a new financial institution.  UPAC and APR Funding amended the securitization
agreement that resulted in a discontinuation of the prior gain on sale treatment
of receivables.  This change in accounting  treatment had no effect on the total
earnings  recognized  over the term of each  finance  contract  or the cash flow
received  by UPAC on each  contract.  The  timing of  earnings  recognition  was
altered by the accounting  change.  The non-cash effect on operating revenue and
operating  income from the change in gain on sale treatment of receivables was a
negative charge to earnings of $768,000.

     Segment  Information  - The  Company  has adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  131,  "Disclosures  about  Segments  of an
Enterprise  and Related  Information."  The adoption of this  statement  did not
require  significant  changes in the way the Company's  segments were disclosed.
TransFinancial  operates  in  two  industry  segments,

                                       21
<PAGE>

financial  services and  industrial  technology.  The Company  discontinued  its
transportation  operations during 2000.  TransFinancial operates as an insurance
premium finance company through UPAC. The Company  provides  short-term  secured
financing for  commercial  and personal  insurance  premiums  through  insurance
agencies  throughout  the  United  States.  Approximately  50% of the  insurance
premiums financed by UPAC are placed through  insurance  agencies in California,
Illinois,  Florida,  Texas and  Minnesota.  Presis is a startup  company that is
developing an industrial  technology  for dry particle  processing.  Information
regarding the Company's industry segments for the years ended December 31, 2000,
1999, and 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
                                              Operating Depreciation
                                  Operating    Income        and        Capital     Total
                                  Revenues     (Loss)   Amortization   Additions    Assets
                                 ----------- -------- --------------- ---------- -----------

<S>                        <C>      <C>        <C>           <C>           <C>      <C>
Financial Services         2000     12,686        (90)         708           31      91,023
                           1999     12,227      1,341          740          100      26,597
                           1998     10,247       (653)       1,172          197      25,558

Industrial Technology      2000          0        (38)          15            0          58
                           1999          0       (212)          90           21          81
                           1998          0     (1,469)         610          104         185

Total Segments             2000     12,686       (128)         723           31      91,081
                           1999     12,227      1,129          830          121      26,678
                           1998     10,247     (2,122)       1,782          301      25,743

Corporate and Other        2000         35     (1,128)          93           62       1,756
                           1999        112     (1,222)          63          609      20,475
                           1998        129     (1,786)         456        3,969      31,013

Total from Continuing
Operations                 2000     12,721     (1,256)         816           93      92,837
                           1999     12,339        (93)         893          731      47,153
                           1998     10,376     (3,908)       2,238        4,270      56,756

Transportation
(Discontinued Operations)  2000    111,445    (22,000)       3,105        3,434       8,268
                           1999    149,125     (7,667)       4,265        5,209      29,740
                           1998    144,592        624        4,048        4,832      21,706

Consolidated Continuing
Operations                 2000    124,166    (23,256)       3,921      3,527       101,105
  and Discontinued         1999    161,464     (7,760)       5,158      5,939        76,893
  Operations               1998    154,976     (3,284)       6,286      9,102        78,462

</TABLE>


   Depreciation - Depreciation is computed using the straight-line method and
                          the following useful lives:

   Structures and Improvements............                 19 - 39 years
   Other Operating Property...............                  2 - 10 years

      As of July 1, 1998,  the Company  prospectively  decreased  the  estimated
remaining  useful life of certain  purchased  software to reflect the  Company's
plan to  substantially  revise and replace the software.  This change  increased
amortization   expense  in  1998  by  $333,000  and   decreased  net  income  by
approximately $200,000, or $0.04 per share.


                                       22
<PAGE>


      Allowance  for  Credit  Losses  - The  allowances  for  credit  losses  is
maintained at an amount considered adequate to provide for potential losses. The
amount  of  allowance  for  credit  losses is based on  periodic  (not less than
quarterly)  evaluations of the portfolios  based on historical loss  experience,
detail  account-by-account  agings of the portfolios and management's evaluation
of specific  accounts.  The following is an analysis of changes in the allowance
for credit losses on finance accounts receivable:

                                                      2000      1999
                                                     ------    ------

      Balance, beginning of year................     $  870    $  566
      Provision for credit losses...............      1,367     1,193
      Reclass provision - gain on sale
      accounting change.........................        567         -
      Charge-offs, net of recoveries of
      $550 and $443, respectively...............     (1,314)     (889)
                                                     ------    ------

      Balance, at the end of year...............     $1,490    $  870
                                                     ======    ======

      Income Taxes - The Company  accounts for income taxes in  accordance  with
the  liability  method.  Deferred  income  taxes are  determined  based upon the
difference  between  the book  and the tax  basis of the  Company's  assets  and
liabilities. Deferred taxes are provided at the enacted tax rates expected to be
in effect when these differences reverse.

      Cash  Equivalents - The Company  considers  all highly liquid  investments
purchased  with a maturity of three months or less to be cash  equivalents.  The
Company  maintains  cash and  cash  equivalents  with  various  major  financial
institutions.  At times such amounts may exceed the F.D.I.C. limits. The Company
believes that no significant concentration of credit risk exists with respect to
cash and cash equivalents.

      Disclosures  about Fair Value of  Financial  Instruments  - The  following
methods and  assumptions  are used to  estimate  the fair value of each class of
financial instruments:

      a. Cash Equivalents - The carrying amount  approximates fair value because
         of the short maturity of these instruments.

      b. Finance  Accounts  Receivable - The carrying amount  approximates  fair
         value because of the short maturity of these instruments.

      c. Long-Term  Debt - The carrying  amount  approximates  fair value as the
         debt bears interest at a variable market rate.

      Pervasiveness  of Estimates - The  preparation of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those estimates.

      Intangible  Assets  and  Accumulated  Amortization  -  Intangible  assets,
consisting primarily of goodwill and intangibles recorded in connection with the
acquisition  of insurance  premium  finance  companies,  totaled  $11,499,000 at
December 31, 2000. These intangible  assets are generally being amortized on the
straight-line  basis  over  15 -  25  years.  The  accumulated  amortization  of
intangible assets as of December 31, 2000 was $2,553,000.

      Reclassifications  -  Certain  amounts  in the  accompanying  consolidated
balance  sheet for the prior period have been  reclassified  to conform with the
current period's presentations.



                                       23
<PAGE>



2.    Discontinued Operations

      On September  16,  2000,  the Company  ceased  operations  of Crouse,  its
less-than-truckload  motor  carrier  subsidiary,  as a result of its  continuing
operating losses. The Company continued to operate Specialized  Transport,  Inc.
("Specialized"), its truckload motor carrier subsidiary until December 16, 2000.
Prior to Crouse's  closure,  approximately  33% of  Specialized's  revenues were
received from Crouse for providing  linehaul  transportation  between terminals.
Specialized  was in the  process  of  securing  additional  freight  to  replace
revenues  previously  received  from Crouse when its  insurance  coverages  were
revoked and it was forced the close its operation.

      The  Company  is  conducting  orderly   liquidations  of  the  Crouse  and
Specialized assets for distribution to its secured and unsecured  creditors.  An
independent "Advisory Committee" of unsecured creditors has been formed for each
of Crouse and  Specialized to provide advice and oversight to management  during
this  liquidation  process.  The  Company  has closed on the bulk sale of all of
Crouse's  tractors,  trailers,  other  equipment and real property.  The Company
expects to collect a substantial  portion of Crouse's remaining  receivables and
liquidate the assets of Specialized over the next six months.* The Company is in
the process of verifying  unsecured claims.  The proceeds of asset  liquidations
are  anticipated  to allow the full payment of the secured  claims and a partial
distribution  to  priority  creditors  and, in the case of  Specialized,  to the
general unsecured creditors on their claims.*

      A summary of the net liabilities of discontinued operations as of December
31, 2000, follows (in thousands):

                              Assets
                              ------

      Cash.........................................  $     -
      Freight accounts receivable, net.............    3,532
      Operating property, at estimated
      net realizable value.........................    3,617
      Deposits, prepayments and other..............    1,127
                                                     -------

      Total assets.................................    8,276
                                                     -------

                            Liabilities
                            -----------

      Secured notes and other......................    3,141
      Post-cessation administrative costs..........    1,052
      Priority wages, taxes and other..............    1,934
      Unsecured liabilities........................    5,649
                                                     -------

      Total liabilities............................   11,776
                                                     -------

      Net deficit..................................  $(3,500)
                                                     =======

      After  distribution  of all of the proceeds to  creditors,  TFH expects to
incur  approximately  $3.5 million of residual  liabilities  for certain  claims
included  in the net deficit  above.*  This  estimate  of  residual  liabilities
considers  the  reduction of the  transportation  operations  general  unsecured
liabilities  of Crouse  and  Specialized  by $18.5  million.*  Such  forgiveness
relates to debts specific to these  corpoations and without recourse to TFH L&T,
and various settlements with other creditors.* In connection with the closure of
the  transportation  businesses  the Company has recorded an estimated  "Loss on
Discontinued  Operations" of $9.1 million, or approximately $2.78 per share. The
loss includes  adjustments of asset and liability carrying values to liquidation
values,  accruals of liabilities for multi-employer  pension withdrawal and WARN
Act liabilities and estimated post-cessation administrative costs to conduct the
liquidation.  Management  believes  that it will be  successful in conducting an
orderly  liquidation  of the  assets  and  disposition  of claims of Crouse  and
Specialized.*


                                       24
<PAGE>


3.    Employee Benefit Plans

UPAC Plans

      Effective June 1, 1995, the Company  established a 401(k) Savings Plan and
a Money Purchase  Pension Plan,  both of which are defined  contribution  plans.
Employees of UPAC and  TransFinancial  are eligible to  participate in the plans
after they attain age 21 and complete one year of employment.

      Participants  in the  401(k)  Savings  Plan may  defer up to 13% of annual
compensation.  The  Company  matches  50% of the  first  10%  deferred  by  each
employee.   Company  contributions  vest  after  five  years.  Company  matching
contributions in 2000, 1999, and 1998 were $52,000, $70,000 and $63,000.

      Under the Money Purchase Pension Plan, the Company  contributes 7% of each
eligible  employee's annual compensation plus 5.7% of any compensation in excess
of the Social Security wage base.  Company  contributions in 2000, 1999 and 1998
were $128,000, $137,000 and $108,000.

Non-Union Pension Plan

      TFH L&T has a defined  contribution  pension plan ("the  Non-Union  Plan")
providing  for  a  mandatory  Company   contribution  of  5%  of  annual  earned
compensation of the non-union employees.  Additional discretionary contributions
may be made depending upon the profitability of TFH L&T. Any discretionary funds
contributed  to the Non-Union Plan were invested 100% in  TransFinancial  Common
Stock.  TFH L&T has taken action to terminate the Non-Union Plan effective March
31, 2001.

401(k) Plan

      Effective  January 1, 1990, TFH L&T established a salary deferral  program
under  Section  401(k)  of the  Internal  Revenue  Code.  To  date,  participant
contributions   to  the  401(k)  plan  have  not  been   matched   with  Company
contributions.  All  employees  of TFH L&T are  eligible to  participate  in the
401(k)  plan  after  they  attain  age 21 and  complete  one year of  qualifying
employment.  TFH L&T has taken action to terminate this plan effective March 31,
2001.

Stock Option Plans

      A Long-Term  Incentive  Plan adopted in 1998 ("1998  Plan")  provides that
options for shares of TransFinancial  Common Stock be granted to directors,  and
that options and other  shares may be granted to officers  and other  employees.
All such option  grants are at or above fair market  value at the date of grant.
Options granted generally become exercisable  ratably over two to five years and
remain  exercisable  for ten years  from the date of grant.  Initially,  600,000
shares were reserved for issuance  pursuant to the 1998 Plan. As of December 31,
2000, 236,900 shares were available for grant pursuant to the 1998 Plan.

      An Incentive  Stock Plan was adopted in 1992 ("1992 Plan") which  provides
that  options  for shares of  TransFinancial  Common  Stock  shall be granted to
directors, and may be granted to officers and key employees at fair market value
of the stock at the time such options are granted. Initially,  500,000 shares of
TransFinancial  common stock were  reserved  for  issuance  pursuant to the 1992
Plan.  As of December 31, 2000,  options for 47,230  shares were  available  for
grant  pursuant to the 1992 Plan.  These options  generally  become  exercisable
ratably  over two to five  years and remain  exercisable  for ten years from the
date of grant.

      In each of 1995 and 1996 the  Company  granted  non-qualified  options  to
acquire  10,000  shares of common  stock to an  officer of UPAC  pursuant  to an
employment  agreement.  These options  become  exercisable  in 1998 and 1999 and
expire in 2005 and 2006.

      The  Company  follows   Accounting   Principles   Board  Opinion  No.  25,
"Accounting   for  Stock   Issued  to   Employees"   ("APB   25")  and   related
Interpretations  in accounting  for its employee  stock  options.  Under APB 25,
because the exercise  price of each of the Company's  stock  options  equals the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recognized.

                                       25
<PAGE>

      SFAS No. 123 "Accounting for Stock-Based  Compensation,"  requires the use
of option  valuation  models to estimate the fair value of stock options granted
and recognize  that  estimated  fair value as  compensation  expense.  Pro forma
information  regarding net income and earnings per share is required by SFAS No.
123,  and has been  determined  as if the  Company had  accounted  for its stock
options  under the fair  value  method of SFAS  No.123.  The fair value of these
options was estimated at the date of grant using a Black-Scholes  option pricing
model with the following  weighted average  assumptions for 2000, 1999 and 1998:
risk-free interest rates of 6.2%, 5.2% and 5.5%; expected life of options of 4.4
years, 4.3 years and 4.4 years;  and a volatility  factor of the expected market
price of the Company's common stock of .54 in 2000, .36 in 1999 and .20 in 1998.
The  preceding  assumptions  used as inputs to the  option  valuation  model are
highly  subjective in nature.  Changes in the subjective  input  assumptions can
materially affect the fair value estimates;  thus, in management's  opinion, the
estimated fair values  presented do not necessarily  represent a reliable single
measure of the fair value of its  employee  stock  options.  For purposes of pro
forma  disclosures,  the  estimated  fair value of the options is  amortized  to
expense over the options'  vesting  periods.  The Company's  unaudited pro forma
information follows (in thousands, except for per share amounts):

                                                   2000       1999       1998
                                                  ------     ------    -------
    Pro forma net income (loss)..............   $(22,846)   $(8,275)   $(2,234)

    Pro forma basic earnings (loss) per share   $  (6.96)   $ (2.43)   $ (0.43)

      The following  table is a summary of data regarding  stock options granted
during the three years ended December 31, 1999:

<TABLE>
<CAPTION>
                                          2000                  1999                1998
                                  ------------------  -------------------- --------------------
                                            Weighted              Weighted              Weighted
                                             Average               Average               Average
                                            Exercise              Exercise              Exercise
                                   Options    Price     Options     Price     Options     Price
                                   -------    -----     -------     -----     -------     -----

<S>                                 <C>       <C>       <C>         <C>      <C>         <C>
 Options outstanding at
    beginning of year........       408,050   $7.33     353,150     $8.17    350,650     $7.47
 Granted.....................       345,750   $1.48      99,500     $4.26    131,050     $9.03
 Forfeited...................       (71,200)  $5.61     (42,600)    $7.35    (44,580)    $9.13
 Exercised...................        (1,300)  $4.41      (2,000)    $2.41    (83,970)    $6.07
                                    -------              ------              -------
 Options outstanding at end
    of year..................       681,300   $4.31     408,050     $7.33    353,150     $8.17
                                    =======             =======              =======
 Options exercisable at end
    of year..................       188,630   $7.63     160,520     $7.93    114,180     $7.49
                                    =======             =======              =======
 Estimated weighted average
   fair value per share of
   options granted during
   the year..................                 $1.48               $  1.33                $2.12
</TABLE>

      The per share  exercise  prices of options  outstanding as of December 31,
2000,  ranged  from $.81 to $9.79 per  share.  The  weighted  average  remaining
contractual life of those options was 7.9 years.



                                       26
<PAGE>


      The following  table  summarizes  information  concerning  outstanding and
exercisable options as of December 31, 2000.

                                   Weighted
                                    Average    Weighted                 Weighted
                      Number of    Remaining   Average     Number of     Average
         Range of    Outstanding  Contractual  Exercise  Exercisable    Exercise
     Exercise Prices   Options       Life        Price     Options       Price
     --------------- -----------  ----------     -----    -----------    -----
     $0.00-$2.50       341,900        9.3       $1.51          2,150     $2.41
     $2.50-$5.50        97,000        7.5       $4.35         32,000     $4.54
     $5.50-$8.00       111,500        5.7       $7.66         77,220     $7.69
     $8.00-$10.00      130,900        6.4       $8.71         77,260     $8.99
                       -------                               -------
                       681,300                               188,630
                       =======                               =======

4.    Financing Agreements

Securitization of Receivables/Loan Agreements

      In December 1996, UPAC and  TransFinancial  entered into a  securitization
agreement whereby  undivided  interests in a designated pool of finance accounts
receivable  can be  sold on an  ongoing  basis.  Effective  May  26,  2000,  the
securitization  agreement  was  assigned  to  and  assumed  by a  new  financial
institution.  UPAC and APR Funding amended the securitization agreement with the
new financial institution increasing the maximum allowable amount of receivables
to be sold under the new  agreement  to $80 million,  extending  the term of the
agreement by five years with annual  liquidity  renewals  and  amending  certain
covenants.  On August 31, 2000, UPAC and APR Funding Corporation executed a Loan
and Security Agreement with the same financial institution under essentially the
same terms as the securitization  agreement. UPAC and APR Funding borrow under a
revolving loan  arrangement  with  maturities from 1 to 270 days. The loan bears
interest at commercial paper rates plus bank program fees.

      Among other things,  the terms of the agreement require UPAC to maintain a
minimum tangible net worth of $10.0 million, contain restrictions on the payment
of dividends by UPAC to  TransFinancial  without  prior consent of the financial
institution  and  require  the  Combined  Group to report any  material  adverse
changes in its financial condition. The terms of the loan agreement require UPAC
to maintain a reserve at specified levels that serves as collateral.

5.    Common Stock and Earnings Per Share

Stock Repurchases

      In February  1999,  the Board of Directors  authorized  the  repurchase of
1,030,000 shares of the Company's common stock.  During 1999, a total of 683,241
share were repurchased at a cost of approximately $2.6 million.

      In June 1998,  TJS Partners,  LP ("TJS"),  a  shareholder  of the Company,
announced its intent to acquire an additional  23% of the Company's  outstanding
common stock held by one family (the  "Crouse  family"),  obtain  control of the
Company's board of directors and study possible  actions such as the liquidation
or sale of part or all of the  Company's  businesses  or  assets.  The  board of
directors  determined  that the  hostile  takeover  attempt  was not in the best
interest of the Company and its shareholders and agreed to repurchase the shares
held by TJS and the Crouse family.  The failed attempt at a hostile  takeover of
the Company,  together with other events,  led the Company to record charges for
management   and  personnel   restructuring,   asset  and  liability   valuation
adjustments,  and transaction  costs and other expenses  related to the takeover
attempt.

      Pursuant to a definitive  stock purchase  agreement  resolving the hostile
takeover attempt,  the Company repurchased  2,115,422 shares of its common stock
held by the Crouse family,  including  881,550 shares  registered in the name of
TJS Partners, LP, all at a price of $9.125 per share, effective August 14, 1998.
In addition,  the Company  paid and  expensed  $350,000 of legal and other costs
incurred by the Crouse  family in  connection  with the  takeover  attempt.  The
Company funded the payment out of available cash and short-term investments, the
proceeds  from the sale and leaseback of  approximately  $4.2 million of revenue
equipment and the proceeds  from the $10.0 million  secured loan from one of the
Company's existing bank lenders.

                                       27
<PAGE>

Earnings Per Share

      Because of the Company's simple capital structure, income (loss) available
to common  shareholders is the same for the basic and diluted earnings per share
computations. Such amounts were $(22,669,000), $(8,084,000) and $(2,027,000) for
2000, 1999 and 1998.  Following is a  reconciliation  of basic weighted  average
common shares outstanding,  weighted average common shares outstanding  adjusted
for the dilutive  effects of outstanding  stock  options,  and basic and diluted
earnings per share for each of the periods  presented (in thousands,  except per
share amounts).
<TABLE>
<CAPTION>

                                     2000              1999               1998
                              -----------------   --------------    ----------------
                                      Per Share          Per Share         Per Share
                              Shares   Amounts    Shares  Amounts    Shares Amounts


<S>                            <C>     <C>        <C>    <C>          <C>    <C>
Basic earnings (loss)
   per share................   3,278   $(6.91)    3,415  $ (2.37)     5,249  $(0.39)
                                       ======            =======             =======
Plus incremental shares
   from assumed conversion of
   stock options............       0                 10                  14
                               -----              -----              ------
Diluted earnings (loss)
   per share................   3,278   $(6.91)    3,425  $ (2.37)     5,263  $(0.39)
                               =====   ======     =====  =======     ======  =======
</TABLE>


      Options to purchase  188,630 shares of common stock at an average exercise
price of $ $7.63 per share were  outstanding  at December 31, 2000, but were not
included in the  computation of diluted  earnings per share because the options'
average  exercise  price was greater than the average market price of the common
shares. These options remain outstanding and expire through 2008.

6.    Income Taxes

      Deferred  tax assets  (liabilities)  are  comprised  of the  following  at
December 31 (in thousands):
                                                     2000        1999
                                                   --------    --------
Deferred Tax Assets:
   Employee benefits....................           $   835     $   521
   Claims accruals and other............             2,553       1,706
   Allowance for credit losses..........               809         571
   Net operating loss carryforwards.....             9,130       4,225
   Alternative minimum tax and other
      credits...........................               754         754
                                                   --------    --------
Total gross deferred tax assets.........            14,081       7,777
Less valuation allowance................           (12,331)     (3,197)
                                                   --------    --------
Net deferred tax assets.................             1,750       4,580
                                                   --------    --------

Deferred Tax Liabilities:
   Financial services revenue...........                 -        (314)
   Operating property, principally
      due to differences in depreciation            (1,424)     (4,038)
   Amortization of intangibles..........              (326)       (228)
                                                   --------    --------
Total gross deferred tax liabilities....            (1,750)     (4,580)
                                                   --------    --------

Net deferred tax........................           $     -     $     -
                                                   ========    ========

                                       28
<PAGE>



      In 2000 and  1999,  the  Company  assessed  the  likelihood  that all or a
portion  of its  deferred  tax assets  would not be  realized.  Such  assessment
included consideration of positive and negative factors, including the Company's
current financial  position and results of operations,  projected future taxable
income and available tax planning strategies. As a result of such assessment, it
was determined that it was more likely than not that the net deferred tax assets
will not be realized.  Therefore,  the Company recorded a valuation allowance of
$9,134,000 and $3,197,000 in its deferred income tax provision in 2000 and 1999,
respectively.

      At December 31, 2000, the Company had  approximately  $22.8 million of net
operating loss carryforwards that were available for Federal income tax purposes
and expire in 2018 through 2020. At December 31, 2000,  the Company had $709,000
of alternative minimum tax and other credit carryforwards available which do not
expire.   As  noted  above,  the  carryforwards  of  net  operating  losses  and
alternative  minimum tax  credits  may not be  realized.  The  Internal  Revenue
Service  ("IRS") has examined the  Company's  1994 through 1996 tax returns.  In
April  1998,  the  Company  and the IRS  settled  all  issues for tax years 1994
through 1996 within the tax  reserves  that the Company  made  provision  for in
1997.

      The following is a reconciliation of the Federal statutory income tax rate
to the effective income tax provision (benefit) rate:

                                                    2000      1999       1998
                                                   -----     -----      -----
    Federal statutory income tax rate.             (35.0)%   (35.0)%    (35.0)%
    State income tax rate, net........              (4.6)     (4.7)      (3.8)
    Amortization of non-deductible
       acquisition intangibles........               0.4       1.3        3.0
    Non-deductible meals and
       entertainment..................               -         1.1        3.2
    Change in valuation allowance.....              40.3      41.8        -
    Other.............................              (1.3)      1.2        3.5
                                                   -----     -----       -----
    Effective income tax rate.........              (0.2)%     5.7%      (29.1)%
                                                   =====     =====       =====

      The  components  of the income tax  provision  (benefit)  consisted of the
following (in thousands):


                                                 2000      1999       1998
                                               -------   --------   -------
Current:
   Federal................................     $   (61)  $   (198)  $ 1,444
   State..................................          10        (50)      361
                                               -------   ---------  -------
      Total...............................         (51)      (248)    1,805
                                               --------  ---------  -------

Deferred:
   Federal................................      (7,308)    (2,013)   (2,115)
   State..................................      (1,827)      (503)     (529)
   Change in valuation allowance..........       9,135      3,197         -
                                               -------   --------   -------
      Total...............................           -        681    (2,644)
                                               -------   --------   -------

Total income tax provision (benefit)......     $   (51)  $    433   $  (839)
                                               ========  ========   =======


                                       29
<PAGE>


7.    Contingencies and Commitments

      The  Company is party to  certain  claims  and  litigation  arising in the
ordinary course of business.  In the opinion of management,  the outcome of such
claims  and  litigation  will not  materially  affect the  Company's  results of
operations, cash flows or financial position.*

      Crouse was named as a  defendant  in two  lawsuits  arising out of a motor
vehicle  accident.  The first suit was instituted on June 16, 1999 in the United
States District Court in the Eastern District of Michigan (Northern Division) by
Kimberly  Idalski,  Personal  Representative  of the  Estate  of  Lori  Cothran,
deceased  against  Crouse.  The second suit was instituted on August 17, 1999 in
the United States District Court in the Eastern  District of Michigan  (Northern
Division) by Jeanne Cothran,  as Legal Guardian,  on behalf of Kaleb Cothran, an
infant child against Crouse.  The suits alleged that Crouse  negligently  caused
the death of Lori Cothran in a motor vehicle accident involving a Crouse driver.
These suits were settled within Crouse's insurance coverage.

      The Company and its  directors  have been named as defendants in a lawsuit
filed on January 12, 2000 in the Chancery Court in New Castle County,  Delaware.
The suit seeks  declaratory,  injunctive and other relief relating to a proposed
management  buyout of the Company.  The suit  alleges that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management  buyout group's  proposal.  The suit seeks  certification  as a class
action complaint.  The proposed management buyout was terminated on February 18,
2000. The plaintiff  filed an amended class action  complaint on August 9, 2000,
seeking  damages in excess of $4.50 per share for alleged  breaches of fiduciary
duties.  A motion to dismiss  and an amended  complaint  have been filed and the
Company  believes  this  suit  will not have a  material  adverse  effect on the
financial condition, liquidity or results of operations of the Company.*

8.    Shareholder Rights Plan

      On February 18, 1999,  the Board of Directors  authorized the amendment of
the previously  adopted  Shareholder Rights Plan by which the Board of Directors
declared a dividend  distribution of one Preferred Stock Purchase Right for each
outstanding share of TransFinancial Common Stock.

      Under the Shareholder  Rights Plan, Rights were issued on July 27, 1998 to
shareholders  of  record as of that date and will  expire in ten  years,  unless
earlier redeemed or exchanged by the Company. The distribution of Rights was not
taxable to the Company or its shareholders.

      The Rights become  exercisable only if a person or entity is an "Acquiring
Person" (as defined in the Plan) or announces a tender offer,  the  consummation
of which would  result in any person or group  becoming an  "Acquiring  Person."
Each Right  initially  entitles  the holder to purchase one  one-hundredth  of a
newly  issued  share of Series A  Preferred  Stock of the Company at an exercise
price of $50.00. If, however,  a person or group becomes an "Acquiring  Person",
each Right will  entitle  its  holder,  other than an  Acquiring  Person and its
affiliates, to purchase, at the Right's then current exercise price, a number of
shares of the Company's  common stock having a market value of twice the Right's
exercise price.

      In addition,  if after a person or group becomes an Acquiring Person,  the
Company is acquired in a merger or other business  combination  transaction,  or
sells 50% or more of its assets or earning  power,  each Right will  entitle its
holder, other than an Acquiring Person and its affiliates,  to purchase,  at the
Right's  then  current  exercise  price,  a number of  shares  of the  acquiring
company's  common  stock  having a market value at the time of twice the Right's
exercise price.

   Under the  Shareholder  Rights Plan, an  "Acquiring  Person" is any person or
entity which, together with any affiliates or associates,  beneficially owns 15%
or more of the  shares of Common  Stock of the  Company  then  outstanding.  The
Shareholder  Rights Plan contains a number of exclusions  from the definition of
Acquiring  Person.  The Shareholders  Rights Plan will not apply to a Qualifying
Offer,  which is a cash  tender  offer to all  shareholders  satisfying  certain
conditions  set forth in the Plan.  The Company's  Board of Directors may redeem
the Rights at any time prior to a person or entity becoming an Acquiring Person.

                                       30
<PAGE>



                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                       SUPPLEMENTAL FINANCIAL INFORMATION
                           December 31, 2000 and 1999


Summary of Quarterly Financial Information (Unaudited):


      TransFinancial's quarterly operating results from Crouse, as well as those
of the motor carrier industry in general, fluctuate with the seasonal changes in
tonnage  levels  and with  changes  in  weather  related  operating  conditions.
Inclement  weather  conditions  during the winter  months may  adversely  affect
freight shipments and increase operating costs.

      The following table sets forth selected  unaudited  financial  information
for each quarter of 2000 and 1999 (in thousands, except per share amounts).

<TABLE>
<CAPTION>
                                                                            2000
                                                 First          Second         Third       Fourth         Total
                                               -----------    ----------     ---------    --------      ---------

<S>                                            <C>            <C>            <C>          <C>           <C>
Revenue....................................    $     3,039    $    2,780     $   3,323    $  3,579      $  12,721
Operating Income (Loss)....................            (20)       (1,132)          (80)        (24)        (1,256)
Nonoperating Income (Expense)..............           (228)          151           (38)        651            536
Net Income (Loss)..........................         (3,598)       (3,427)      (10,551)     (5,093)       (22,669)
Basic and Diluted Earnings (Loss) per Share          (1.10)        (1.05)        (3.22)      (1.55)         (6.91)


                                                                            1999
                                                 First          Second         Third       Fourth         Total
                                               -----------    ----------     ---------    --------      ---------

Revenue....................................    $     2,882    $    3,125     $   3,209    $  3,123      $  12,339
Operating Income (Loss)....................             13           173           143        (422)           (93)
Nonoperating Income (Expense)..............             38             7            41          23            109
Net Income (Loss)..........................           (172)         (321)       (1,035)     (6,556)        (8,084)
Basic and Diluted Earnings (Loss) per Share          (0.04)        (0.09)         (.32)      (2.00)         (2.37)
</TABLE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosures

     On December 19, 2000, the Company  engaged the accounting  firm of Weaver &
Martin to  conduct  the  audit of the 2000  consolidated  financial  statements.
Weaver & Martin  were not  engaged  to  perform  reviews  of the second or third
quarter  filing on Form 10-Q and no such reviews have been  performed.  Weaver &
Martin  had no prior  relationship  with the  Company,  were  not  consulted  on
accounting or audit issues,  and have not performed any consulting  work for the
Company subsequent to their engagement.


                                       31
<PAGE>


                                             PART III

Item 10.  Directors and Executive Officers of the Registrant

                            Directors of the Company

                                                                        Director
                                                                          of the
Name, Principal Occupation and                                           Company
other Directorships                                                 Age   Since
---------------------------------------                             ---  -------
William D. Cox                                                       58     1991
    Chairman of the Board of Directors  since June 1997. Mr. Cox has
    served as  President  of various  family-owned,  commercial  and
    residential  construction  and  land  development  companies  in
    Wichita,  Kansas,  currently Applewood Homes, Inc., from 1967 to
    the present.

Harold C. Hill, Jr.                                                  65     1995
    Retired as a partner of Arthur  Andersen LLP in 1993. Mr. Hill's
    35 years of service with that firm  included  responsibility  as
    partner in charge of the transportation,  financial services and
    government  practices  in Kansas City,  and  National  Technical
    Coordinator of that firm's trucking industry practice group.

Roy R. Laborde                                                       62     1991
    Vice  Chairman  of the  Board  of  Directors  since  June  1997.
    Chairman of the Board of  Directors  from May 1992 to June 1997.
    President of Amboy Grain,  Inc., Amboy,  Minnesota,  since 1985;
    President and Chief Operating  Officer for Rapidan Grain & Feed,
    Rapidan,  Minnesota, from 1968 through 1988 and has continued to
    merchandise grain for that company.

Timothy P. O'Neil                                                    44     1995
    President and Chief  Executive  Officer of the Company since May
    1995  and  Secretary   since  April  2000.  From  October  1989,
    through May, 1995,  Mr. O'Neil served in various  positions with
    the Company,  including  Senior Vice President,  Vice President,
    Treasurer  and  Director of Finance.  From March 1997 to October
    1998,  he has also  served  as  President  and  Chief  Executive
    Officer of Universal Premium Acceptance  Corporation ("UPAC"), a
    wholly  owned  subsidiary  of the Company.  Mr.  O'Neil has also
    served  as  President,   Chief  Executive  Officer,   and  Chief
    Financial  Officer and  Treasurer  of American  Freight  System,
    Inc.  ("AFS"),  a wholly owned subsidiary of the Company,  since
    July 1991.

Clark D.  Stewart                                                     61    1997
    President and Chief Executive Officer of Butler National Corpora-
    tion, a  publicly-held company  headquartered  in Olathe, Kansas,
    with operations primarily in the manufacture and  modification of
    aerospace switching equipment and management  services for Indian
    gaming enterprises, since September 1989.



                                       32
<PAGE>


                        Executive Officers of the Company
                        ---------------------------------

      Name              Age              Position
------------------      ---  ---------------------------------------------------

Timothy P. O'Neil       44   President, Chief Executive Officer, Secretary and
                             Director

Kurt W. Huffman         42   Executive Vice President

     Information  regarding  Mr.  O'Neil is  provided  under  "Directors  of the
Company" above.

     Kurt W. Huffman has been Executive Vice President of  TransFinancial  since
August 1998,  President and Chief  Executive  Officer of Presis since March 1998
and President  and Chief  Executive  Officer of UPAC since  October  1998.  From
August 1997 to March 1998 he served as Executive Vice President of Presis. Prior
to joining the Company in a management capacity in June 1997, Mr. Huffman served
as Chief Information Officer of Laidlaw Transit Services, Overland Park, Kansas,
a publicly held provider of school and municipal bus services,  from May 1993 to
February 1997.  Prior to his service with Laidlaw,  he was a senior manager with
the international accounting firm of Arthur Andersen LLP.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires directors, executive officers and beneficial owners of
more than ten percent of the Common Stock to file  initial  reports of ownership
and reports of changes in ownership with the Securities and Exchange  Commission
(the  "SEC") and the  American  Stock  Exchange,  and to  provide  copies to the
Company.  Based solely on a review of the copies of such reports provided to the
Company and written  representations  from the directors and executive officers,
the Company believes that all applicable Section 16(a) filing  requirements have
been met.

Item 11.  Executive Compensation

Compensation Committee Interlocks and Insider Participation

     The Compensation  Committee consists exclusively of non-employee  directors
appointed by  resolution  of the entire Board of  Directors.  William D. Cox has
been  a  non-employee  Chairman  of  the  Board  of  Directors  since  the  1997
Organization Meeting of the Board of Directors.

                                       33
<PAGE>


<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                              Long Term Compensation
                                                                           ------------------------------------
                                         Annual Compensation                        Awards             Payouts
                                     ----------------------------------    -------------------------  ---------
                                                               Other                     Securities               All
                                                               Annual      Restricted    Underlying              Other
Name and                                                       Compen-       Stock        Options/     LTIP      Compen-
Principal                                                      sation       Award(s)        SARs      Payouts    sation
Position                   Year      Salary    Bonus ($)(3)      ($)           ($)          (#)         ($)        ($)
---------------------      ----      ------    ---------     -----------   -----------   ----------  ---------  -----------

<S>                        <C>      <C>       <C>            <C>              <C>        <C>             <C>    <C>
Timothy P. O'Neil,         2000     $192,500  $192,500(4)       -0-           -0-        100,000         -0-    $ 25,000 (2)
President, Chief           1999     160,680        -0-          -0-           -0-         20,000         -0-      25,000 (2)
Executive Officer          1998     160,680     11,500          -0-           -0-         20,000         -0-      25,000 (2)
and Secretary

Kurt W. Huffman,           2000    $143,000   $  3,750       $7,200           -0-         50,000         -0-    $    -0-
Executive Vice President   1999     125,000      9,000        7,200           -0-         10,000         -0-         -0-
of the Company and         1998     110,908      9,000          -0-           -0-         10,000         -0-         -0-
President and Chief
Executive Officer
of UPAC and Presis

David D. Taggart, Former   2000    $147,887   $    -0-          -0-           -0-         50,000         -0-    $306,000 (1)
Executive Vice President   1999     143,000     10,333          -0-           -0-         10,000         -0-      10,000 (1)
of the Company and  Former 1998     140,000     10,333          -0-           -0-         10,000         -0-      10,000 (1)
Chief Executive Officer
of Crouse

--------------
</TABLE>


(1) Pursuant to Mr. Taggart's employment agreement an interest free loan secured
    by his personal  residence is being  forgiven  ratably over eight years,  at
    $10,000  per  year.  The  remaining  amount  for 2000  represents  severance
    payments to Mr. Taggart under his employment  agreement upon  termination of
    his employment.

(2) Represents the annual insurance premiums paid by the Company with respect to
    a split-dollar  life insurance  policy for the benefit of Timothy P. O'Neil.
    For a description of such arrangement see Employment Agreements.

(3) Except as described herein, bonuses represent incentive compensation awarded
    on a discretionary basis based on subjective criteria.

(4) Retention  bonus  paid  to  Mr. O'Neil for agreeing to stay with the Company
    until completion of the liquidation of the transportation operations.



<TABLE>
<CAPTION>
                          Option Grants in Last Fiscal Year

                                              Individual Grants                 Potential Realizable
                              --------------------------------------------
                              Number of     % of Total                        Value at Assumed Annual
                              Securities      Options       Exer-               Rates of Stock Price
                              Underlying      Granted to    cise     Expir-      Appreciation for
                                Options    Employees in     Price    ation          Option Term
                                                                              ------------------------
Name                          Granted (#)   Fiscal  Year    ($/Sh)   Date        5% ($)       10% ($)
----                          -----------   ------------    ------   ----        ------       -------

<S>                             <C>             <C>        <C>     <C>          <C>           <C>
Timothy P. O'Neil (1)           100,000         50%        $1.50   04/19/2010   $94,320       $239,055
David D. Taggart (1)             50,000         25%         1.50   04/19/2010   47,160         119,527
Kurt W. Huffman (1)              50,000         25%         1.50   04/19/2010   47,160         119,527

</TABLE>


(1) Grants  are "Incentive  Stock Options" under the Internal  Revenue Code. The
    exercise prices  equal the market  value on the date of grant.  The  options
    become exercisable  ratably on April 19th of the years 2001 through 2005 and
    remain exercisable through 2010.

                                       34
<PAGE>


    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

                                                Number of
                                                Securities         Value of
                                                Underlying        Unexercised
                                                Unexercised      In-the-Money
                                                Options at        Options at
                     Shares         Value       FY-End (#)         FY-End ($)
                  Acquired on    Realized       Exercisable/      Exercisable/
Name              Exercise (#)      ($)       Unexercisable    Unexercisable (1)
------            ------------    --------    -------------    -----------------

Timothy P. O'Neil        --         $ --      52,000/140,000       $-0-/-0-
David D. Taggart         --           --       21,200/68,800        -0-/-0-
Kurt W. Huffman          --           --       12,000/68,000        -0-/-0-

(1) All of the  exercisable  and  unexercisable  options  held as of the  fiscal
yearend were  exercisable  at prices above the closing  market price of $.56 per
share as of December 31, 2000.

                              EMPLOYMENT AGREEMENTS

      The Company is a party to a Supplemental Benefit and Collateral Assignment
Split-Dollar  Agreement  with Timothy P. O'Neil,  President and Chief  Executive
Officer of the Company.  Under the agreement,  the Company has agreed to pay the
premiums on a life  insurance  policy  insuring  the life of Mr.  O'Neil with an
initial death benefit of $532,968.  Mr. O'Neil has the right under the agreement
to designate the beneficiaries to whom the death benefits under the policy shall
be payable.  If Mr. O'Neil's employment is terminated by the Company with cause,
Mr. O'Neil's rights under the policy shall terminate.  If Mr. O'Neil  terminates
his  employment,  Mr. O'Neil will have no further rights under the policy except
that Mr. O'Neil will receive,  for each period of twelve months from the date of
hire, an amount equal to 10% of the excess,  if any, of the cash surrender value
of the policy over the aggregate  cost of the policy  incurred by the Company in
the payment of premiums.  Upon the death of Mr. O'Neil, or the earlier surrender
or cancellation of the policy by him subsequent to his retirement, disability or
termination  without  cause,  the  Company is entitled to the lesser of the cash
surrender  value of the policy and the  amount of  premiums  paid by it, and Mr.
O'Neil is entitled to the  remaining  amounts  payable upon such event under the
policy.  Mr. O'Neil has the right to retire under the agreement upon  completing
ten years of employment and reaching age 50.

      The Company is party to an  Employment  Agreement  with Timothy P. O'Neil,
President and Chief Executive Officer of the Company.  The Employment  agreement
provides for the  employment  at will of Mr.  O'Neil by the  Company.  Under the
Employment Agreement, Mr. O'Neil is entitled to (a) salary of $192,500 per year,
subject to  increase  by the  Company  from time to time,  (b) annual  incentive
compensation of 36% of base salary, or $69,300,  based on achieving budgeted net
income levels for the Company and an  additional 7% of base salary,  or $13,500,
based on subjective  criteria,  (c) such stock options as the Company shall from
time to time grant pursuant to stock option plans, (d) certain additional fringe
and other benefits,  including a Supplemental Benefit and Collateral  Assignment
Split-Dollar  Agreement as described  above. The Employment  Agreement  provides
that if Mr. O'Neil's  employment is terminated by the Company without good cause
(as defined in the  agreement),  he will be entitled to his then  existing  base
compensation and all related  benefits for two years.  The Employment  Agreement
also includes a non-competition provision for two years after termination. Under
the  Employment  Agreement,  Mr.  O'Neil is  entitled to certain  payments  upon
termination of Mr. O'Neil's employment after a change of control of the Company.
Mr. O'Neil is entitled to such payments if, within two years after such a change
of control,  Mr. O'Neil's  employment is terminated other than by Mr. O'Neil for
any reason other than death, permanent disability,  retirement or Good Cause (as
defined in the  agreement),  or is terminated by Mr. O'Neil for Stated Cause (as
defined  in the  agreement).  In such  event,  Mr.  O'Neil  is  entitled  to the
following:  (i) 2.99 times Mr.  O'Neil's  average annual  compensation  over the
three most recent years prior to the change of control, or such lesser period as
Mr. O'Neil shall have been  employed by the Company,  excluding any amount which
would constitute an "excess  parachute  payment" under Section 280G of the Code,
(ii)  immediate  100% vesting of all  incentive  compensation  provided or to be
provided  under the Employment  Agreement,  (iii) all benefits to which he would
have been entitled upon normal  retirement  under the  Supplemental  Benefit and
Collateral  Assignment  Split-Dollar  Agreement  described  above and (iv) three
years participation in certain medical and life insurance plans of the Company.

                                       35
<PAGE>


      The Company,  UPAC and Presis are parties to an Employment  Agreement with
Kurt W. Huffman,  Executive Vice  President of the Company,  President and Chief
Executive  Officer of Presis and President and Chief Executive  Officer of UPAC.
The Employment  agreement  provides for the employment at will of Mr. Huffman by
the Company.  Under the  Employment  Agreement,  Mr.  Huffman is entitled to (a)
salary of $143,000  per year,  subject to  increase by the Company  from time to
time, (b) annual incentive compensation of 36% of base salary, or $51,667, based
on achieving  budgeted net income levels for the Company and an additional 7% of
base salary, or $10,333, based on subjective criteria, (c) such stock options as
the Company shall from time to time grant  pursuant to stock option  plans,  (d)
certain additional fringe and other benefits.  The Employment Agreement provides
that if Mr. Huffman's employment is terminated by the Company without good cause
(as defined in the  agreement),  he will be entitled to his then  existing  base
compensation  and all related  benefits for one year. The  Employment  Agreement
also includes a non-competition provision for one year after termination.  Under
the  Employment  Agreement,  Mr.  Huffman is entitled to certain  payments  upon
termination  of Mr.  Huffman's  employment  after a  change  of  control  of the
Company, UPAC or Presis. Mr. Huffman is entitled to such payments if, within one
year after such a change of control,  Mr.  Huffman's  employment  is  terminated
other than by Mr. Huffman for any reason other than death, permanent disability,
retirement or Good Cause (as defined in the agreement),  or is terminated by Mr.
Huffman for Stated  Cause (as  defined in the  agreement).  In such  event,  Mr.
Huffman is  entitled  to the  following:  (i) 2.99 times Mr.  Huffman's  average
annual  compensation  over the three most  recent  years  prior to the change of
control,  or such lesser  period as Mr.  Huffman shall have been employed by the
Company,  excluding  any amount  which  would  constitute  an "excess  parachute
payment"  under  Section 280G of the Code,  (ii)  immediate  100% vesting of all
incentive   compensation  provided  or  to  be  provided  under  the  Employment
Agreement,  and (iii)  three  years  participation  in certain  medical and life
insurance plans of the Company.

      The Company  and Crouse  Cartage  Company  were  parties to an  Employment
Agreement  with David D.  Taggart,  a former  Executive  Vice  President  of the
Company  and  former  Chairman  and  Chief  Executive  Officer  of  Crouse.  The
Employment  Agreement  provided  for the  employment  at will of Mr.  Taggart by
TransFinancial.  Under the Employment Agreement, Mr. Taggart was entitled to (a)
salary of  $148,000  per year,  subject to increase by Crouse from time to time,
(b) annual incentive  compensation of 36% of base salary,  or $53,300,  based on
achieving  budgeted  net  income  levels  for  Crouse  or  the  Company,  and an
additional 7% of base salary, or $10,400,  based on subjective criteria,  (c) an
interest  free  home  loan  from the  Company  to be  forgiven  in equal  annual
installments,  (d) such  stock  options as the  Company  shall from time to time
grant  pursuant to stock option  plans,  and (e) certain  additional  fringe and
other benefits,  including supplemental  retirement benefits as described above.
The Employment Agreement provides that if Mr. Taggart's employment is terminated
by the Company  without cause (as defined in the  agreement) he will be entitled
to an  amount  equal to his then  existing  base  compensation  and all  related
benefits for two years. The Employment Agreement also includes a non-competition
provision  for  two  years  after  termination.  Mr.  Taggart's  employment  was
terminated without cause during 2000.

                                       36
<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The following  table sets forth  information as of March 31, 2001,  unless
otherwise  indicated,  with respect to the beneficial ownership of the Company's
Common Stock by (a) persons known to the Company to be  beneficial  owners of 5%
or more of the outstanding  Common Stock,  (b) executive  officers listed in the
Summary  Compensation Table, (c) directors and nominees for director and (d) all
directors and executive officers of the Company as a group.

      Name of Beneficial Owners                       Amount and
(and address of beneficial owners                     Nature of
other than executive officers,                        Beneficial       Percent
directors and nominees)                               Ownership(1)     of Class
------------------------------------------            ------------     --------

Franklin Advisory Services
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, CA  94404...............................     254,500 (2)        7.48%

Roy R. Laborde.....................................     173,365 (3)        5.09%
C/o TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, KS 66214

Timothy P. O'Neil..................................     221,360 (4)        6.50%
8245 Nieman Road, Suite 100
Lenexa, KS 66214

William D. Cox.....................................      85,000 (5)        2.50%
Harold C. Hill, Jr.................................      12,500 (6)         .37%
Clark D. Stewart...................................       5,000 (7)         .15%
David D. Taggart...................................      90,000 (8)        2.64%
Kurt W. Huffman....................................      46,000 (9)        1.35%
Directors and executive officers as a
   group (7 persons, including the above)..........     633,225 (10)      18.59%


    (1) Unless otherwise  indicated,  each person has sole voting and investment
    power with respect to the shares listed.

    (2) The shares shown in the table are beneficially owned by one or more open
    or  closed-end  investment  companies or other  managed  accounts  which are
    advised by Franklin Advisory Services,  Inc.  ("Franklin"),  a subsidiary of
    Franklin Resources,  Inc. ("FRI"). Franklin has all investment and/or voting
    power over the shares owned by such  advisory  clients and may be deemed the
    beneficial  owner of the shares  shown in the table.  Charles B. Johnson and
    Rupert H. Johnson, Jr. (the "Principal  Shareholders") each own in excess of
    10%  of  the  outstanding   common  stock  of  FRI  and  are  the  principal
    shareholders of FRI. FRI, the Principal  Shareholders and Franklin  disclaim
    any economic  interest or  beneficial  ownership  in any of the shares.  The
    information contained in this footnote was obtained from the Amendment No. 4
    to Schedule 13G filed by these persons on February 7, 2001.

    (3) Includes 14,150 shares subject to exercisable  outstanding stock options
    and 1,415 shares owned by and registered in the name of his wife, over which
    they share voting power but Mrs. Laborde retains sole investment power.

    (4) Includes 68,000 shares subject to exercisable outstanding stock options.
    Does not include  9,000  shares held in various  irrevocable  trusts for the
    benefit  of Mr.  O'Neil's  children  and  over  which  he has no  voting  or
    investment power.

    (5) Includes 16,000 shares subject to exercisable outstanding stock options.

    (6) Includes  4,500  shares in the  Francile Hill Revocable Trust.  Both Mr.
        Hill and  Francile  Hill are  trustees  and each has shared  voting  and
        investment  power.  Also   includes 8,000 shares subject  to exercisable
        outstanding stock options.

                                       37
<PAGE>

  (7) Includes 4,000 shares subject to exercisable outstanding stock options.

  (8) Represents 90,000 shares subject to exercisable outstanding stock options.

  (9) Includes 16,000 shares subject to exercisable outstanding stock options.

 (10) Includes  a  total  of  126,150  shares subject to exercisable outstanding
      stock options.

Item 13.   Certain Relationships and Related Transactions

    Not  Applicable

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

  (a)1. Financial Statements
        --------------------

        Included in Item 8, Part II of this Report -

        Consolidated Balance Sheets at December 31, 2000 and 1999

        Consolidated Statements of Income for the years ended December 31,
          2000, 1999 and 1998

        Consolidated Statements of Cash Flows for the years ended December 31,
          2000,  1999 and 1998

        Consolidated Statements of Shareholders' Equity for the years ended
          December 31, 2000, 1999 and 1998

        Notes to Consolidated Financial Statements

        Supplemental Financial Information (Unaudited) - Summary of
          Quarterly Financial Information for 2000 and 1999

  (a)2. Financial Statement Schedules
        -----------------------------

        Included in Item 14, Part IV of this Report -

        Financial  Statement  Schedules  for the three years ended  December 31,
          2000:

        Schedule II - Valuation and Qualifying Accounts

        Other  financial  statement  schedules are omitted either because of the
        absence of the  conditions  under which they are required or because the
        required   information  is  contained  in  the  consolidated   financial
        statements or notes thereto.


                                       38
<PAGE>


(a)3.   Exhibits
        --------

        The  following  exhibits  have  been  filed  as part of this  report  in
        response  to Item  14(c)  of Form  10-K.  The  management  contracts  or
        compensatory  plans or arrangements  required to be filed as exhibits to
        this form pursuant Item 14(c) are  contained in Exhibits  10(a),  10(b),
        10(d), 10(u), 10(v), 10(w), 10(x), 10(y) and 10(z).



  Exhibit No.       Exhibit Description
  -----------       ------------------------------------------------------------

       3(a)         1998   Restated   Certificate   of   Incorporation   of  the
                    Registrant.  Filed as Exhibit 3(a) to Registrant's Quarterly
                    Report on Form 10-Q for the quarter ended June 30, 1998.

       3(b)         Restated By-Laws of the Registrant. Filed as Exhibit 3(b) to
                    Registrant's  Quarterly  Report on Form 10-Q for the quarter
                    ended September 30, 1998.

       4(a)         Specimen Certificate of the Common Stock, $.01 par value, of
                    the  Registrant.   Filed  as  Exhibit  4.3  to  Registrant's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1998.

       4(b)         Certificate  of  Designations  of Series A Preferred  Stock,
                    dated July 15,  1998.  Filed as Exhibit 4.1 to  Registrant's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1998.

       4(c)         First  Amended  and  Restated  Rights   Agreement,   between
                    TransFinancial  Holdings,  Inc.  and UMB Bank,  N.A.,  dated
                    March 4, 1999.  Filed as Exhibit 1 to  Registrant's  Current
                    Report on Form 8-K dated March 5, 1999.

       10(a)        Form  of   Indemnification   Agreement  with  Directors  and
                    Executive  Officers.  Filed as Exhibit 10(k) to Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1986.

       10(b)        Registrant's  1992  Incentive  Stock Plan.  Filed as Exhibit
                    10(j) to  Registrant's  Annual  Report  on Form 10-K for the
                    year ended December 31, 1992.

       10(c)        Stock Purchase  Agreement by and between  Universal  Premium
                    Acceptance  Corporation  and Oxford Bank and Trust  Company,
                    dated April 29, 1998.  Filed as Exhibit 2(a) to Registrant's
                    Current Report on Form 8-K, dated May 29, 1998.

       10(d)        Registrant's 1998 Long-Term Incentive Plan. Filed as Exhibit
                    10(d) to  Registrant's  Annual  Report  on Form 10-K for the
                    year ended December 31, 1998.

       10(e)        Receivables  Purchase  Agreement  by and among  APR  Funding
                    Corporation,   Universal  Premium  Acceptance   Corporation,
                    Anuhco, Inc.,  EagleFunding  Capital Corporation,  The First
                    National Bank of Boston,  dated December 31, 1996.  Filed as
                    Exhibit 10(j) to Registrant's Annual Report on Form 10-K for
                    the year ended December 31, 1996.

       10(f)        Amendment  No. 4 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation  and  BankBoston,  N.A.,  dated May 29,
                    1998. Filed as Exhibit 10(a) to Registrant's  Current Report
                    on Form 8-K, dated May 29, 1998.

                                       39
<PAGE>

       10(g)        Amendment  No. 5 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation and BankBoston,  N.A., dated August 25,
                    1998. Filed as Exhibit 10.1 to Registrant's Quarterly Report
                    on Form 10-Q for the quarter filed September 30, 1998.

       10(h)        Amendment  No. 6 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation and BankBoston,  N.A.,  dated September
                    11, 1998.  Filed as Exhibit 10.2 to  Registrant's  Quarterly
                    Report  on Form 10-Q for the  quarter  ended  September  30,
                    1998.

       10(i)        Amendment  No. 7 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation  and BankBoston,  N.A.,  dated July 14,
                    1999. Filed as Exhibit 10.1 to Registrant's Quarterly Report
                    on Form 10-Q for the quarter ended June 30, 1999.

       10(j)        Amendment  No. 8 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation and BankBoston,  N.A., dated October 8,
                    1999. Filed as Exhibit 10.1 to Registrant's Quarterly Report
                    on Form 10-Q for the quarter ended September 30, 1999.

       10(k)        Amendment  No. 9 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital Corporation and BankBoston, N.A., dated December 29,
                    1999.

       10(l)        Amendment No. 10 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital Corporation and BankBoston, N.A., dated February 23,
                    2000.

       10(m)        Amendment No. 11 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings,  Inc.,  EagleFunding
                    Capital  Corporation and BankBoston,  N.A.,  dated April 27,
                    2000.

       10(n)        Amendment No. 12 to  Receivables  Purchase  Agreement by and
                    among APR Funding Corporation,  Universal Premium Acceptance
                    Corporation,  TransFinancial  Holdings, Inc Autobahn Funding
                    Company LLC, DG Bank Deutsche  Genossenschaftsbank AG, dated
                    May 25, 2000.

       10(o)        Receivables  Purchase  Agreement  by and among  APR  Funding
                    Corporation,   Universal  Premium  Acceptance   Corporation,
                    Autobahn    Funding    Company   LLC,   DG   Bank   Deutsche
                    Genossenschaftsbank  AG, dated  December 31, 1996 as amended
                    by Amendment Nos. 1 - 12 thereto.

      10(p)         Loan and Security  Agreement,  dated August 31, 2000,  among
                    APR  Funding   Corporation,   Universal  Premium  Acceptance
                    Corporation,  Autobahn  Funding  Company  LLC  and  DG  Bank
                    Deutsche  Genossenschaftsbank  AG.  Filed as Exhibit 10.1 to
                    Registrant's  Quarterly  Report on form 10-Q for the quarter
                    ended September 30, 2000.

       10(q)        Secured Loan Agreement by and between  Bankers Trust Company
                    of Des  Moines,  Iowa  and  Crouse  Cartage  Company,  dated
                    January 5,  1998.  Filed as  Exhibit  10(k) to  Registrant's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1997.


                                       40
<PAGE>

       10(r)        Stock  Purchase  Agreement,  dated August 14,  1998,  by and
                    between TransFinancial Holdings, Inc. and certain members of
                    the Crouse  family.  Filed as Exhibit  10.1 to  Registrant's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1998.

       10(s)        Secured Loan  Agreement by and between  Bankers Trust of Des
                    Moines,  Iowa,  TransFinancial  Holdings,  Inc.,  and Crouse
                    Cartage Company, dated March 25, 1999. Filed as Exhibit 10.1
                    to  Registrant's  Quarterly  Report  on  Form  10-Q  for the
                    quarter ended March 31, 1999.

       10(t)        Amended and Restated  Secured Loan Agreement,  dated July 5,
                    2000,  by and  among  Bankers  Trust  Company,  N.A.  of Des
                    Moines, Iowa,  TransFinancial Holdings, Inc., Crouse Cartage
                    Company,  Specialized  Transport,  Inc.,  TFH  Logistics and
                    Transportation  Services,  Inc., Transport Brokerage,  Inc.,
                    Phoenix  Computer  Services,  Inc.,  Custom Client Services,
                    Inc.  and TFH  Properties,  Inc.  Filed as  Exhibit  10.1 to
                    Registrant's  Quarterly  Report on Form 10-Q for the quarter
                    ended June 30, 2000.

       10(u)        Supplemental Benefit and Collateral Assignment  Split-Dollar
                    Agreement  dated January 18, 1997 by and between the Company
                    and Timothy P. O'Neil. Filed as Exhibit 10.2 to Registrant's
                    Quarterly   Report  on  Form  10-Q  for  the  quarter  ended
                    September 30, 1999.

       10(v)        Employment  Agreement  dated July 2, 1998 by and between the
                    Company  and  Timothy P.  O'Neil.  Filed as Exhibit  10.3 to
                    Registrant's  Quarterly  Report on Form 10-Q for the quarter
                    ended September 30, 1999.

       10(w)        Supplemental  Benefit  Agreement dated September 30, 1995 by
                    and  between  the  Company  and David D.  Taggart.  Filed as
                    Exhibit 10.4 to Registrant's  Quarterly  Report on Form 10-Q
                    for the quarter ended September 30, 1999.

       10(x)        Employment  Agreement  dated April 27, 1998 by and among the
                    Company,  Crouse Cartage Company and David D. Taggart. Filed
                    as Exhibit  10.5 to  Registrant's  Quarterly  Report on Form
                    10-Q for the quarter ended September 30, 1999.

       10(y)        Agreement  dated  September  30,  1995  by and  between  the
                    Company  and  David D.  Taggart.  Filed as  Exhibit  10.6 to
                    Registrant's  Quarterly  Report on Form 10-Q for the quarter
                    ended September 30, 1999.

       10(z)        Amended and Restated Employment  Agreement dated October 16,
                    1998 by and among the Company,  Universal Premium Acceptance
                    Corporation,  Presis,  L.L.C. and Kurt W. Huffman.  Filed as
                    Exhibit 10.7 to Registrant's  Quarterly  Report on Form 10-Q
                    for the quarter ended September 30, 1999.

       10(aa)*      Purchase Contract by and between R.L.R. Investments, L.L.C.,
                    an Ohio limited liability company and R.L.R. Transfer, Inc.,
                    an  Ohio   corporation   and  Crouse  Cartage   Company  and
                    TransFinancial Holdings, Inc. dated October 20, 2000.

       21*          List of all subsidiaries of  TransFinancial  Holdings,  Inc.
                    the state of incorporation of each such subsidiary,  and the
                    names under which such subsidiaries do business.

      *Filed herewith.

 (b)          Reports on Form 8-K
              -------------------

No reports on Form 8-K were filed during the quarter ended December 31, 2000.
--------------------

                                       41
<PAGE>



                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                 Schedule II - Valuation and Qualifying Accounts


                                             Additions
                                       ----------------------
                          Balance at    Charged     Charged             Balance
                           Beginning      to       to Other    Deduc-   at End
Description                 of Year     Expense    Accounts   tions(1)  of Year
-----------                 -------     -------    --------   --------  -------
                                                 (In Thousands)

Allowance for credit losses (deducted from
   finance accounts receivable)
     Year Ended December 31 -
2000....................     $870      $1,367      $ 567(3)  $ (1,314)   $1490
1999....................      566       1,193         --         (889)     870
1998....................      499         827        343(2)    (1,103)     566

-------------------------



   (1)  Deduction for purposes for which reserve was created.

   (2)  Allowance  established as of May 29, 1998, the date of acquisition  of
        Oxford Premium Finance, Inc.

   (3)  Reclass provision from change in gain treatment on receivables.

                                       42
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:  April 20, 2001               By         /s/Timothy P. O'Neil
                                      ----------------------------------------
                                               Timothy P. O'Neil,
                                               President, Chief Executive
                                               Officer and Secretary


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


/s/Timothy P. O'Neil                President, Chief Executive Officer and
------------------------------      Secretary
Timothy P. O'Neil                   (Principal Financial Officer)


/s/William D. Cox                   /s/Timothy P. O'Neil
------------------------------      ------------------------------------
William D. Cox, Chairman            Timothy P. O'Neil, Director
of the Board of Directors


/s/ Clark D. Stewart                /s/ Harold C. Hill
------------------------------      -----------------------
Clark D. Stewart, Director          Harold C. Hill, Jr., Director


/s/Roy R. Laborde
------------------------------
Roy R. Laborde, Vice Chairman of
the Board of Directors





April 20, 2001
Date of all signatures

                                       43
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

                                  Exhibit Index


Exhibit No.    Exhibit Description

10(aa)         Purchase Contract by and between R.L.R.  Investments,  L.L.C., an
               Ohio limited liability company and R.L.R. Transfer, Inc., an Ohio
               corporation  and  Crouse  Cartage   Company  and   TransFinancial
               Holdings, Inc. dated October 20, 2000.


21             List of all Subsidiaries of TransFinancial Holdings, Inc.