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.

                                       2
<PAGE>


                                    Part II

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 accompanying  consolidated  balance sheet of  TransFinancial
Holdings,  Inc.  as of December  31, 2000 and 1999 and the related  consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period  ended  December  31,  2001.  Our audits also  included  the
financial  statement schedule listed in the index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial  statements  schedule
based on our audits.

We conducted our audits 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  misstatements.  An  audit  includes  examining,  on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of TransFinancial
Holdings,  Inc. as of December 31, 2000 and 1999 and the consolidated results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United  States.  Also,  in our  opinion,  the related  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.

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
September 19, 2001


                                       3
<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.

                                       4
<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.

                                       5
<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
                                             ==========   ==========  ==========


                                       6
<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.


                                       7
<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.

                                       8
<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,

                                       9
<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.


                                       10
<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.



                                       11
<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.*


                                       12
<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.

                                       13
<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.



                                       14
<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.

                                       15
<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........................           $     -     $     -
                                                   ========    ========

                                       16
<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)
                                               ========  ========   =======


                                       17
<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.

                                       18
<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>


9.    Subsequent Events

      On September 14, 2001, the Board of Directors  unanimously approved a plan
of liquidation for the Company. Under the plan of liquidation,  the Company will
sell all of its  assets,  and  after  paying  off its debts  and  setting  aside
required  reserves,  will  distribute  the  remaining  proceeds  as one or  more
"liquidating   dividends"  within  the  next  several  months.  The  preliminary
estimates of the total distribution under the plan range from $1.50 to $2.00 per
share.

      In  conjunction  with the plan,  a  definitive  agreement  was executed on
September 18, 2001 for the sale of the financial services businesses and certain
related  assets  for  $14  million,  subject  to  certain  adjustments  and  due
diligence.

      These proposals are subject to approval by a majority of  TransFinancial's
outstanding  shares at a meeting to be held  after  preparation  and  mailing of
proxy material.  The Board of Directors will recommend approval of each of these
proposals to the shareholders.




                                       19
<PAGE>


                                     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.


                                       20
<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.

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

          10(bb)         Agreement between the registrant and Mr. Tim O'Neil.


                                       21
<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:  September 20, 2001           By         /s/William D. Cox
                                      ----------------------------------------
                                               William D. Cox
                                               Chairman of the Board, President,
                                               and Chief Executive Officer


      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/ William D. Cox                  President, Chief Executive Officer
------------------------------      (Principal Financial Officer)
William D. Cox


/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





September 20, 2001
Date of all signatures

                                       22