content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D. C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
  
                           Date of Report - May 29, 1998
  
  
                           TRANSFINANCIAL HOLDINGS, INC.
  
  
  
                         State of Incorporation - Delaware
  
                           Commission File No. - 0-12321
  
                    IRS Employer Identification No. - 46-0278762
  
  
  
                            8245 Nieman Road, Suite 100
  
                                Lenexa, Kansas 66214
  
                      (Address of Principal Executive Offices)
  
                         Telephone Number - (913) 859-0055
  
  
  
  
  ITEM 2.  ACQUISITION OR DISPOSITON OF ASSETS
  
  
  On May 29, 1998, TransFinancial Holdings, Inc. ("TransFinancial" or "the
  Company") announced that Universal Premium Acceptance Corporation ("UPAC"), its
  insurance premium finance subsidiary, had completed the acquisition of all of
  the issued and outstanding stock of Oxford Premium Finance, Inc. ("Oxford").
  Oxford offers short-term collateralized financing of commercial insurance
  premiums through approved insurance agencies in 17 states throughout the United
  States.  At March 31, 1998, Oxford had outstanding net finance receivables of
  approximately $21.7 million.  This transaction will be accounted for as a
  purchase.  UPAC sold an additional $4.2 million of its receivables under its
  receivable securitization agreement to obtain funds to consummate the purchase.
  Concurrently with the closing of the acquisition, UPAC amended its receivables
  securitization agreement to increase the maximum allowable amount of receivables
  to be sold under the agreement from $50 million to $65 million and to permit the
  sale of Oxford's receivables under the agreement.  Effective on May 29, 1998,
  Oxford sold approximately $19 million of its receivables under the
  securitization agreement using the proceeds to repay the balance outstanding
  under its prior financing arrangement.  The terms of the acquisition and the
  purchase price resulted from negotiations between UPAC and Oxford Bank & Trust
  Company, the former sole shareholder of Oxford.
  
  In addition to the stock purchase agreement, UPAC entered into employment
  agreements with certain marketing and   operating personnel of Oxford to ensure
  continuity of service and relationships with Oxford's key insurance agencies.
  
  
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  
  
                           INDEX TO FINANCIAL STATEMENTS
  
                                                                       Page
  
  (a)   Historical Financial Statements of Oxford Premium
        Finance, Inc. (business acquired)
  
        Condensed Interim Financial Statements (Unaudited)
  
           Condensed Balance Sheet as of March 31, 1998                  4
  
         Condensed Statement of Income for the three months
              ended March 31, 1998                                       5
  
         Condensed Statement of Cash Flows for the three months
            ended March 31, 1998                                         6
  
         Notes to Condensed Interim Financial Statements                 7
  
       Annual Financial Statements
  
         Independent Auditor's Report                                    8
  
         Balance Sheet as of December 31, 1997                           9
  
         Statement of Income for the year ended
            December 31, 1997                                           10
  
         Statement of Changes in Stockholder's Equity for the
            year ended December 31, 1997                                11
  
         Statement of Cash Flows for the year ended
            December 31, 1997                                           12
  
         Notes to Financial Statements                                  13
  
  (b)  Condensed Pro Forma Financial Statements (Unaudited)
  
       Description of Pro Forma Financial Statements                    16
  
       Condensed Pro Forma Balance Sheet as of March 31, 1998           17
  
       Condensed Pro Forma Statement of Income for the year ended
         December 31, 1997                                              18
  
       Condensed Pro Forma Statement of Income for the three months
         ended March 31, 1998                                           19
  
  (c)  Exhibits
  
       2(a) Stock Purchase Agreement by and between Universal
            Premium Acceptance Corporation and Oxford Bank and
            Trust Company, dated April 29, 1998.
  
       10(a)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.
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                                        CONDENSED BALANCE SHEET
                                                          AS OF MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  <S>                                                                                     <C>
                                                                 ASSETS
  
       Current Assets
  
         Finance accounts receivables               $21,708
         Other                                           60
  
            Total current assets                     21,768
  
  
       Net Operating Property                            79
  
  
            Total Assets                            $21,847
  
  
  
  
                                                  LIABILITIES AND SHAREHOLDER'S EQUITY
  
       Current Liabilities -
         Accounts payable                           $   640
         Line of credit, related party               18,463
         Other current liabilities                       13
  
            Total current liabilities                19,116
  
  
       Shareholder's Equity                           2,731
  
         Total Liabilities and Shareholder's Equity $21,847
  
  
  
  
  
  <FN>
  The accompanying notes to condensed financial statements are an integral part of this statement.
  </TABLE>
  
  
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                                     CONDENSED STATEMENT OF INCOME
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  <S>                                                           <C>
  
       Interest and Other Fees                                  $    634
  
       Interest Expense                                              342
  
  
         Net interest income before provision for loan loses         292
  
       Provision for Loan Losses                                      24
  
  
         Net interest income                                         268
  
  
       Operating and Administrative Expenses:
  
         Salaries, wages & employee benefits                         124
  
         Operating supplies & expenses                                95
  
         Depreciation & amortization                                  11
  
  
       Total operating and administrative expenses                   230
  
  
       Income Before Income Taxes                                     38
  
       Income Tax Provision                                           12
  
  
       Net Income                                               $     26
  
  
  
  
  
  <FN>
  
  The accompanying notes to condensed financial statements are an integral part of this statement.
  </TABLE>
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                                        STATEMENT OF CASH FLOWS
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  <S>                                                           <C>
  Cash Flows From Operating Activities
       Net income                                               $     26
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation                                                 11
         Provision for loan losses                                    24
         Other                                                        66
  
            NET CASH PROVIDED BY OPERATING ACTIVITIES                127
  
  
  
  Cash Flows From Investing Activities
           Purchase of furniture and equipment                        (6)
           Insurance premium finance loans made to customers
               net of principal collections and amounts due to
               insurance companies and insured                      (314)
  
                    NET CASH USED IN INVESTING ACTIVITIES           (320)
  
  
  Cash Flows From Financing Activities
           Net advances on line of credit                            193
  
                    NET CASH PROVIDED BY FINANCING ACTIVITIES        193
  
  
  Net increase in cash                                                 -
  
  
  Cash:
           Beginning                                                   -
  
  
           Ending                                               $      -
  
  
  
  Supplemental Disclosures of Cash Flow Information
           Cash payments for interest                           $    342
  
  <FN>
  
  The accompanying notes to condensed financial statements are an integral part of this statement.
  </TABLE>
  
  
                            OXFORD PREMIUM FINANCE INC.
  
                      Notes to Condensed Financial Statements
  
                                    (Unaudited)
  
  (1)      Condensed Financial Statements:
  
  The condensed financial statements of Oxford Premium Finance Inc. ("Oxford")
  included herein have been prepared pursuant to the rules and regulations of the
  Securities and Exchange Commission ("SEC") and have not been examined or
  reviewed by independent public accountants.  In the opinion of management, all
  adjustments necessary to present fairly the results of operations have been
  made.
  
  Pursuant to SEC rules and regulations certain information and footnote
  disclosures normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been condensed or omitted
  from these statements.  In the opinion of management the disclosures contained
  herein, when read in conjunction with financial statements and notes included in
  Oxford's 1997 audited financial statements filed herewith are adequate to make
  the information presented not misleading.  It is suggested therefore, that these
  statements be read in conjunction with the statements and notes included with
  those financial statements.
  
  (2)      Acquisition:
  
  
  Oxford, a premium finance company was a wholly-owned subsidiary of Oxford Bank &
  Trust Company ("Oxford Bank").  On April 29, 1998 Oxford Bank entered into an
  agreement for the sale of 100% of the    issued and outstanding shares of common
  stock of Oxford to Universal Premium Acceptance Corporation, a wholly-owned
  subsidiary of TransFinancial Holdings Inc.
  
  The accompanying financial statements do not reflect the costs associated with
  the sale.
  
  
  
                            INDEPENDENT AUDITOR'S REPORT
  
  
  
  
  
  To the Board of Directors
  Oxford Premium Finance, Inc.
  Addison, Illinois
  
  
  We have audited the accompanying balance sheet of Oxford Premium Finance, Inc.
  as of December 31, 1997, and the related statements of income, changes in
  stockholder's 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 based on
  our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  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.  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 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 Oxford Premium Finance, Inc. as
  of December 31, 1997, and the results of its operations and its cash flows for
  the year then ended, in conformity with generally accepted accounting
  principles.
  
  
  
                                /s/ McGLADREY & PULLEN LLP
  
  
  
  Schaumburg, Illinois
  January 9, 1998
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                             BALANCE SHEET
                                                           DECEMBER 31, 1997
  
  <S>                                                                                       <C>
  ASSETS
  
  
  Insurance premium finance receivables, net                                                 $     21,387,468
  
  
  Deferred tax assets                                                                                  12,000
  
  
  Prepaid expenses and other assets                                                                   117,294
  
  
  Furniture and equipment                                                                             287,097
      Less accumulated depreciation                                                                   203,467
  
                                                                                                       83,630
  
  
           TOTAL ASSETS                                                                      $     21,600,392
  
  
  
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  
  Liabilities
      Line of credit, related party                                                          $     18,269,759
      Amounts due to insurance companies and insured                                                  609,466
      Accrued expenses                                                                                 16,193
      Income taxes payable                                                                                102
  
                                                                                                   18,895,520
  
  
  Stockholder's Equity
      Common stock, no par value, 10,000 shares authorized;
           100 shares issued and outstanding                                                              100
      Additional paid-in capital                                                                    2,165,000
      Retained earnings                                                                               539,772
  
                                                                                                    2,704,872
  
  
           TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $     21,600,392
  
  
  
  <FN>
                                                   See Notes to Financial Statements.
  </TABLE>
  
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                          STATEMENT OF INCOME
                                                      YEAR ENDED DECEMBER 31, 1997
  
  <S>                                                                                       <C>
  Interest and other fees                                                                    $      2,555,475
  
  Interest expense                                                                                  1,407,095
  
  
      NET INTEREST INCOME BEFORE PROVISION FOR
           LOAN LOSSES                                                                              1,148,380
  
  Provision for loan losses                                                                            92,300
  
  
      NET INTEREST INCOME                                                                           1,056,080
  
  
  Other expenses:
      Salaries and employee benefits                                                                  544,451
      Depreciation                                                                                     44,848
      Other                                                                                           389,764
  
                                                                                                      979,063
  
  
      INCOME BEFORE INCOME TAXES                                                                       77,017
  
  Income tax expense                                                                                   19,180
  
  
      NET INCOME                                                                             $         57,837
  
  
  
  
  
  
  
  <FN>
                                                   See Notes to Financial Statements.
  </TABLE>
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                              STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                                      YEAR ENDED DECEMBER 31, 1997
  
  <CAPTION>
                                                                                  Additional
                                                    Common Stock                 Paid-In             Retained
  
                                                 Shares            Amount          Capital           Earning
  
  <S>                                         <C>              <C>               <C>              <C>
  Balance, December 31, 1996                            100    $         100     $   2,165,000    $     481,935
  
  Net income                                              -                -                 -           57,837
  
  
  Balance, December 31, 1997                            100    $         100     $   2,165,000    $     539,772
  
  
  
  
  
  
  
  
  <FN>
                                                   See Notes to Financial Statements.
  </TABLE>
  
  <TABLE>
                                                      OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                        STATEMENT OF CASH FLOWS
                                                      YEAR ENDED DECEMBER 31, 1997
  
  <S>                                                                                       <C>
  Cash Flows From Operating Activities
      Net income                                                                            $          57,837
      Adjustments to reconcile net income to net cash
           provided by operating activities:
           Depreciation                                                                                44,848
           Provision for loan losses                                                                   92,300
           (Increase) in prepaid expenses and deposits                                                 (8,631)
           (Decrease) in income taxes payable                                                         (49,768)
           Increase (decrease) in accrued expenses                                                     12,650
  
               NET CASH PROVIDED BY OPERATING ACTIVITIES                                              149,236
  
  
  Cash Flows From Investing Activities
      Purchases of furniture and equipment                                                            (11,435)
      Insurance premium finance loans made to customers,
           net of principal collections and amounts due to
           insurance companies and insured                                                           (653,137)
  
               NET CASH (USED IN) INVESTING ACTIVITIES                                               (664,572)
  
  
  Cash Flows From Financing Activities
      Net (repayments) advances on line of credit
               NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                    515,336
  
               NET INCREASE IN CASH                                                                         -
  
  Cash:
      Beginning                                                                                             -
  
  
      Ending                                                                                $               -
  
  
  
  
  Supplemental Disclosures of Cash Flow Information
  Cash payments for interest                                                                $       1,407,095
  
  
  <FN>
                                                   See Notes to Financial Statements.
  </TABLE>
  
  
  
                            OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
  
  Oxford Premium Finance, Inc. finances insurance premiums for businesses located
  primarily in the midwest or southeastern United States. The Company maintains
  its corporate and main sales office in Addison, Illinois, and has a sales office
  in Atlanta, Georgia.
  
  Oxford Bank & Trust (the Bank), which is a wholly owned subsidiary of Oxford
  Financial Corporation, is the sole stockholder of Oxford Premium Finance, Inc.
  
  Significant accounting policies are as follows:
  
  Accounting 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 and disclosure of contingent assets and liabilities at the date of
  the financial statements and the reported amounts of revenues and expenses
  during the year.  Actual results could differ from those estimates.
  
  Insurance premium finance receivables: The receivables are reported at the
  
  amount of unpaid principal. Unearned finance charges are reported separately as
  a reduction of the receivable balance.  Finance charges are recognized as income
  over the term of the receivable using the sum-of-the-months digits method, which
  approximates the interest method.  Late fees are reported as income when
  collected.
  
  The allowance for finance receivable losses is maintained at a level considered
  adequate to provide for potential finance receivable losses. The Company
  estimates its allowance for finance receivable losses based upon industry and
  its own historical charge-off trends as well as a case-by-case analysis of
  specific receivables.  While management uses the best information available to
  make its evaluation, future adjustments to the allowance may be necessary if
  there are significant changes in economic conditions.
  
  Furniture and equipment:  Furniture and equipment are stated at cost.
  
  Depreciation is computed using the straight-line method over the estimated
  useful lives of the assets of five to seven years.
  
  Income taxes:  Deferred taxes are provided on a liability method whereby
  
  deferred tax assets are recognized for deductible temporary differences and
  operating loss and tax credit carryforwards and deferred tax liabilities are
  recognized for taxable temporary differences.  Temporary differences are the
  differences between the reported amounts of assets and liabilities and their tax
  bases.  Deferred tax assets are reduced by a valuation allowance when, in the
  opinion of management, it is more likely than not that some portion or all of
  the deferred tax assets will not be realized.  Deferred tax assets and
  liabilities are adjusted for the effects of changes in tax laws and rates on the
  date of enactment.
  
                            OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  NOTE 2. INSURANCE PREMIUM FINANCE RECEIVABLES
  
  The insurance premium finance receivables are generally for terms of nine
  months, with a down payment of at least twenty percent of the total premium paid
  to the insurance carrier at the time the policy is written.  If the customer
  becomes delinquent on the contract, the Company notifies the insurance company,
  the insurance is canceled and the unearned premium is refunded to the Company.
  Generally the unearned premium refunded is equal to or greater than the balance
  due on the contract.  The Company, however, could incur a loss if the insurance
  company is not timely notified on policy cancellations.  Also, a loss can occur
  if the unearned premium refund is less than the balance due on the contract and
  the shortfall is not recovered from the customer.
  
  The Company has a significant amount of credit exposure to the insurance
  industry.  Diversification of the premium finance receivables by insurance
  carrier tends to reduce the overall risk by minimizing the adverse impact of any
  single event or set of occurrences.
  
  The composition of receivables is as follows as of December 31, 1997:
  
  Insurance premium finance receivables              $21,860,320
  Less:
  Unearned finance charges                              (392,707)
  Allowance for loan losses                              (80,145)
  
  
  Insurance premium finance receivables, net         $21,387,468
  
  
  
  Changes in the allowance for loan losses for the year ended December 31, 1997,
  are summarized as follows:
  
  Balance, beginning                                 $    80,000
  Provision charged to operations                         92,300
  Loans charged off                                      (98,246)
  Recoveries                                               6,091
  
  
  Balance, ending                                    $    80,145
  
  
  
                            OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  
  NOTE 3. LINE OF CREDIT
  
  The line of credit is unsecured and is due on demand to Oxford Bank & Trust.
  Interest is at the Bank's prime lending rate less .75%.  The prime lending rate
  at December 31, 1997, was 8.5%.
  
  The loan arrangement with Oxford Bank & Trust provides that, as checks issued by
  the Company are presented for payment, the bank automatically honors the checks
  with advances under the line of credit.  At December 31, 1997, outstanding
  checks of $389,548 are included in the amount due under the line of credit.
  
  
  NOTE 4. RELATED PARTY TRANSACTIONS
  
  Oxford Financial Corporation's majority stockholder also owns 100% of a company
  placing business with the Company.  The total finance charges from business
  placed by this related party were $200,117 in 1997.
  
  The Company is provided office space and certain administrative support by
  Oxford Bank & Trust at no charge.
  
  NOTE 5. INCOME TAX MATTERS
  
  The deferred tax asset results primarily from differences in the basis of
  equipment and the allowance for loan losses.
  
  No valuation allowance was considered necessary.
  
  For the year ended December 31, 1997, $19,180 in income tax expense is currently
  paid or payable.
  
  
  NOTE 6. PROFIT- SHARING PLAN
  
  The Company has a defined contribution 401(k) plan which covers substantially
  all employees. Participants make tax deferred contributions. The Company matches
  contributions equal to 50% of each participant's contribution up to 6% of wages.
  Contributions to the plan were $10,795 for the year ended December 31, 1997.
  
  
  
                   TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
              DESCRIPTION OF CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  On May 29, 1998 TransFinancial Holdings, Inc. ("TransFinancial") through its
  wholly-owned subsidiary, Universal Premium Acceptance Corporation ("UPAC")
  completed the acquisition of all of the issued and outstanding stock of Oxford
  Premium Finance, Inc.  ("Oxford").  The purchase price was approximately $4.2
  million.  This transaction will be accounted for as a purchase.
  
  The entities involved in the pro forma financial statements are TransFinancial
  and Oxford.  TransFinancial's and Oxford's normal fiscal year is a calendar year
  ending December 31.
  
  The pro forma balance sheet was prepared using the historical balance sheets of
  TransFinancial and Oxford as of March 31, 1998 assuming the acquisition occurred
  on that date.  TransFinancial previously reported its information on Form 10-Q.
  
  The fiscal year ending December 31, 1997 and three months ending March 31, 1998
  pro forma income statements were prepared using the historical income statements
  of TransFinancial and Oxford for the year ended December 31, 1997 and three
  months ended March 31, 1998, assuming the acquisition occurred on January 1,
  1997, and January 1, 1998, respectively.  TransFinancial's historical
  information was previously reported on Form 10-K and Form 10-Q, respectively.
  
  <TABLE>
                                             TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                   CONDENSED PRO FORMA BALANCE SHEET
                                                          AS OF MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  <CAPTION>
                                                          Historical                    Pro Forma     Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  
  <S>                                       <C>           <C>          <C>           <C>                <C>
  Current Assets
      Cash & short term investments         $   3,816     $        -   $     3,816   $         -        $     3,816
  
      Finance accounts receivable              15,576         21,708        37,284          (262) (1)        14,380
                                                                                         (18,463) (2)
                                                                                          (4,179) (3)
      Freight accounts receivable              15,793              -        15,793                           15,793
      Current deferred tax asset                1,349              -         1,349           285  (1)         1,634
      Other current assets                      2,724             60         2,784           (23) (1)         2,761
      AFS net assets                            6,704              -         6,704             -              6,704
  
           Total current assets                45,962         21,768        67,730       (22,642)            45,088
  
  
  Net Operating Property                       35,807             79        35,886           (65) (1)        35,821
  
  Intangibles and Other Assets                  9,854              -         9,854           428  (1)        11,730
                                                                                           1,448  (3)
  
                                            $  91,623     $   21,847   $   113,470   $   (20,831)       $    92,639
  
  
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities
      Cash overdrafts                       $   2,436     $        -   $     3,055    $        -        $     2,436
      Accounts payable                          4,350            640         4,990                            4,990
      Secured notes payable                     1,851         18,463        19,695       (18,463)  (2)        1,851
      Other accrued expenses                    8,176             13         8,189           363   (1)        8,552
  
           Total current liabilities           16,813         19,116        35,929       (18,100)            17,829
  
  
  Deferred Income Taxes                         2,145              -         2,145                            2,145
  
  Shareholders' Equity                         72,665          2,731        75,396        (2,731)  (3)       72,665
  
                                            $  91,623     $   21,847   $   113,470    $  (20,831)       $    92,639
  
  
  
  <FN>
  This proforma balance sheet should be read in conjunction with the related Description and Notes to Condensed Pro Forma Financial
  Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings.
  </TABLE>
  
  
  <TABLE>
                                             TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                CONDENSED PRO FORMA STATEMENT OF INCOME
                                                  FOR THE YEAR ENDED DECEMBER 31, 1997
                                                              (Unaudited)
  
                                                (in thousands, except per share amounts)
  <CAPTION>
                                                          Historical                    Pro Forma      Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  
  <S>                                       <C>           <C>          <C>            <C>              <C>
  Operating Revenue                         $   133,687   $    1,148   $   134,835    $       24   (3) $   134,859
  
  Operating Expenses:
      Salaries, wages & employee
           benefits                              74,622          544        75,166          (202)  (2)      74,964
      Operating supplies & expenses              19,605          390        19,995                          19,995
      Provision for credit losses                   950           92         1,042                           1,042
      Operating taxes & licenses                  3,324                      3,324                           3,324
      Insurance & claims                          3,051                      3,051                           3,051
      Depreciation & amortization                 4,758           45         4,803           125   (1)       4,888
                                                                                             (40)  (2)
      Purchased transportation                   25,441                     25,441                          25,441
  
           Total operating expenses             131,751        1,071       132,822          (117)          132,705
  
  
  Operating Income                                1,936           77         2,013           141             2,154
  
  Nonoperating Income (Expense)                     689            -           689             -               689
  
  
  Income Before Income Taxes                      2,625           77         2,702           141             2,843
  
  
  Income Tax Provision                            1,525           19         1,544           107   (4)       1,651
  
  Net Income                                $     1,100   $       58   $     1,158    $       34       $     1,192
  
  
  
  Basic Average
      Shares Outstanding                          6,214                                                      6,214
  
  
  Basic Earnings Per Share                  $      0.18                                                $      0.19
  
  
  
  
  Diluted Average
      Shares Outstanding                          6,266                                                      6,266
  
  
  Diluted Earnings Per Share                $      0.18                                                $      0.19
  
  
  
  <FN>
  This pro forma statement of income should be read in conjunction with the related Description and Notes to Condensed Pro Forma
  Financial Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings with the Commission.
  </TABLE>
  
  <TABLE>
                                             TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                CONDENSED PRO FORMA STATEMENT OF INCOME
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                (in thousands, except per share amounts)
  <CAPTION>
                                                          Historical                    Pro Forma      Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  
  <S>                                       <C>           <C>          <C>            <C>              <C>
  Operating Revenue                          $   37,003   $      292   $    37,295    $        4  (3)   $   37,299
  
  Operating Expenses:
    Salaries, wages & employee
      benefits                                   21,647          124        21,771           (50) (2)       21,721
    Operating supplies & expenses                 5,002           95         5,097                           5,097
    Provision for credit losses                      93           24           117                             117
    Operating taxes & licenses                      845            -           845                             845
    Insurance & claims                              746                        746                             746
    Depreciation & amortization                   1,292           11         1,303            31  (1)        1,324
                                                                                      (10)    (2)
    Purchased transportation                      7,078            -         7,078                           7,078
  
           Total operating expenses              36,703          254        36,957           (29)           36,928
  
  
  Operating Income                                  300           38           338            33               371
  
  Nonoperating Income (Expense)                      51            -            51             -                51
  
  
  Income Before Income Taxes                        351           38           389            33               422
  
  Income Tax Provision                              190           12           202            26  (4)          228
  
  Net Income                                 $      161   $       26   $       187    $        7        $      194
  
  
  
  Basic Average
      Shares Outstanding                          6,053                                                      6,053
  
  
  Basic Earnings Per Share                   $     0.03                                                 $     0.03
  
  
  
  
  Diluted Average
      Shares Outstanding                          6,124                                                      6,124
  
  
  Diluted Earnings Per Share                 $     0.03                                                 $     0.03
  
  
  
  
  <FN>
  This pro forma statement of income should be read in conjunction with the related Description and Notes to Condensed Pro Forma
  Financial Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings with the Commission.
  </TABLE>
  
  
  
                   TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
                 NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  1.  These Notes to Condensed Pro Forma Financial Statements are not intended to
  disclose all data of significance related to the historical financial statements
  of the entities.  The Notes and the related Condensed Pro Forma Financial
  Statements should be read in conjunction with the historical interim and annual
  financial statements of TransFinancial Holdings, Inc. ("TransFinancial") filed
  with the Commission on Forms 10-Q and 10-K.  TransFinancial knows of no material
  non-recurring credits or charges from the acquisition of Oxford Premium Finance,
  Inc. ("Oxford") from Oxford Bank & Trust Company that will be included in
  TransFinancial's statement of income subsequent to May 29, 1998 (the date of
  acquisition).
  
  2.  Pro Forma balance sheet adjustments
  
      See Description of Condensed Pro Forma Financial Statements for a
  description of the historical balance sheets used to prepare the Condensed Pro
  Forma Balance Sheet.  The following descriptions correspond to the numbering of
  the adjustments set forth on the Condensed Pro Forma Balance Sheet.
  
      (1)  The historical carrying values of certain assets and liabilities have
  been adjusted to the estimated fair value of such assets and liabilities as
  follows; the finance accounts receivables of Oxford were adjusted to their
  estimated fair market value; a reserve had been provided for the fair value of
  furniture and other equipment; deferred tax assets relating to reserves
  provided; and, liabilities have been established at fair value for certain
  compensation and benefits payable to employees of Oxford and other commitments
  resulting from the acquisition.
  
      (2)  Concurrent with the closing of the acquisition, UPAC amended its
  receivable securitization agreement to permit the sale of Oxford's finance
  receivables under the arrangement.  Effective at closing Oxford sold a portion
  of its receivables with the proceeds utilized to repay the balance outstanding
  under its former line of credit.
  
      (3)  To record the acquisition as follows:
                                                                   (in thousands)
  
           Purchase price paid to Oxford shareholder                   $     4,178
  
           Fair value of assets acquired and liabilities assumed             2,302
  
  
           Intangibles acquired, including goodwill                    $     1,876
  
  
  
  
  UPAC sold additional eligible receivables under its securitization agreement
  with the proceeds utilized to pay the purchase price to Oxford's sole
  shareholder.
  
                   TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
                 NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  
  3.  Pro Forma income statement adjustments.
  
  See Description of Condensed Pro Forma Financial Statements for a description of
  the historical income statements used    to prepare the Condensed Pro Forma
  Income Statements.  For consistency of presentation, the historical operating
  revenues of Oxford are shown net of interest expense on borrowings secured by
  finance receivables.  The following descriptions correspond to the numbering of
  the adjustments and eliminations set forth on the Condensed Pro Forma Income
  Statements.
  
      (1)  Amortization of intangibles, including goodwill, arising in the
  acquisition using the straight-line method of amortization over an estimated
  useful life of 15 years.
  
      (2)  Adjustment to reflect the elimination of the salary benefits of the
  former president of Oxford, who retired effective on the acquisition date and
  the adjustment of depreciation on fixed assets recorded at fair market value.
  
           Not reflected in the above adjustments are the elimination of salaries,
  wages and employee benefits and certain operating expenses which the Company
  expects to realize as Oxford's operations are integrated into UPAC's.
  
      (3)  Adjustment to reflect the elimination of interest expense on Oxford's
  former line of credit, which was terminated and repaid under the terms of the
  Stock Purchase Agreement, and the costs of selling an additional $4.2 million of
  UPAC's receivables and approximately $18 million of Oxford's receivables under
  UPAC's securitization agreement.
  
      (4)  Adjustment to record an income tax provision for the net pro forma
  adjustments to income before income taxes at TransFinancial's combined federal
  and state tax rate, adjusted for the non-deductibility of goodwill and
  intangibles amortization.
  
  
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
  has duly caused this report to be signed on its behalf by the undersigned,
  hereunto duly authorized.
  
  
                                TRANSFINANCIAL HOLDINGS, INC.
  
  
                                By:  /s/ Timothy P. O'Neil
  
                                Timothy P. O'Neil, President and
                                Chief Executive Officer
  
  
  
  
  Date:  June 12, 1998
  
  
                                   EXHIBIT INDEX
  
  
  Exhibit
    No.                              Description
  
  
  
  
   2(a)          Stock Purchase Agreement by and between Universal Premium
                 Acceptance Corporation and Oxford Bank & Trust Company dated
                 April 29, 1998.
  
  10(a)          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.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 45137}]
metadata_filer: {"company-data": {"conformed-name": "TRANSFINANCIAL HOLDINGS INC", "cik": "0000719271", "assigned-sic": "4213", "irs-number": "460278762", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12070", "film-number": "98647535"}, "business-address": {"street1": "8245 NIEMAN ROAD, STE 100", "street2": "SUITE 100", "city": "LENEXA", "state": "KS", "zip": "66214", "phone": "(913)859-0055X262"}, "mail-address": {"street1": "8245 NIEMAN ROAD", "street2": "SUITE 100", "city": "LENEXA", "state": "KS", "zip": "66214"}, "former-company": [{"former-conformed-name": "ANUHCO INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN CARRIERS INC", "date-changed": "19910812"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D. C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                           Date of Report - May 29, 1998
  
                           TRANSFINANCIAL HOLDINGS, INC.
  
                         State of Incorporation - Delaware
  
                           Commission File No. - 0-12321
  
                    IRS Employer Identification No. - 46-0278762
  
                            8245 Nieman Road, Suite 100
  
                                Lenexa, Kansas 66214
  
                      (Address of Principal Executive Offices)
  
                         Telephone Number - (913) 859-0055
  
  ITEM 2.  ACQUISITION OR DISPOSITON OF ASSETS
  
  On May 29, 1998, TransFinancial Holdings, Inc. ("TransFinancial" or "the
  Company") announced that Universal Premium Acceptance Corporation ("UPAC"), its
  insurance premium finance subsidiary, had completed the acquisition of all of
  the issued and outstanding stock of Oxford Premium Finance, Inc. ("Oxford").
  Oxford offers short-term collateralized financing of commercial insurance
  premiums through approved insurance agencies in 17 states throughout the United
  States.  At March 31, 1998, Oxford had outstanding net finance receivables of
  approximately $21.7 million.  This transaction will be accounted for as a
  purchase.  UPAC sold an additional $4.2 million of its receivables under its
  receivable securitization agreement to obtain funds to consummate the purchase.
  Concurrently with the closing of the acquisition, UPAC amended its receivables
  securitization agreement to increase the maximum allowable amount of receivables
  to be sold under the agreement from $50 million to $65 million and to permit the
  sale of Oxford's receivables under the agreement.  Effective on May 29, 1998,
  Oxford sold approximately $19 million of its receivables under the
  securitization agreement using the proceeds to repay the balance outstanding
  under its prior financing arrangement.  The terms of the acquisition and the
  purchase price resulted from negotiations between UPAC and Oxford Bank & Trust
  Company, the former sole shareholder of Oxford.
  
  In addition to the stock purchase agreement, UPAC entered into employment
  agreements with certain marketing and   operating personnel of Oxford to ensure
  continuity of service and relationships with Oxford's key insurance agencies.
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
                           INDEX TO FINANCIAL STATEMENTS
  
                                                                       Page
  
  (a)   Historical Financial Statements of Oxford Premium
        Finance, Inc. (business acquired)
  
        Condensed Interim Financial Statements (Unaudited)
  
           Condensed Balance Sheet as of March 31, 1998                  4
  
         Condensed Statement of Income for the three months
              ended March 31, 1998                                       5
  
         Condensed Statement of Cash Flows for the three months
            ended March 31, 1998                                         6
  
         Notes to Condensed Interim Financial Statements                 7
  
       Annual Financial Statements
  
         Independent Auditor's Report                                    8
  
         Balance Sheet as of December 31, 1997                           9
  
         Statement of Income for the year ended
            December 31, 1997                                           10
  
         Statement of Changes in Stockholder's Equity for the
            year ended December 31, 1997                                11
  
         Statement of Cash Flows for the year ended
            December 31, 1997                                           12
  
         Notes to Financial Statements                                  13
  
  (b)  Condensed Pro Forma Financial Statements (Unaudited)
  
       Description of Pro Forma Financial Statements                    16
  
       Condensed Pro Forma Balance Sheet as of March 31, 1998           17
  
       Condensed Pro Forma Statement of Income for the year ended
         December 31, 1997                                              18
  
       Condensed Pro Forma Statement of Income for the three months
         ended March 31, 1998                                           19
  
  (c)  Exhibits
  
       2(a) Stock Purchase Agreement by and between Universal
            Premium Acceptance Corporation and Oxford Bank and
            Trust Company, dated April 29, 1998.
  
       10(a)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.
  
                                                      OXFORD PREMIUM FINANCE, INC.
                                                        CONDENSED BALANCE SHEET
                                                          AS OF MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  ASSETS
  
       Current Assets
  
         Finance accounts receivables               $21,708
         Other                                           60
  
            Total current assets                     21,768
  
       Net Operating Property                            79
  
            Total Assets                            $21,847
  
                                                  LIABILITIES AND SHAREHOLDER'S EQUITY
  
       Current Liabilities -
         Accounts payable                           $   640
         Line of credit, related party               18,463
         Other current liabilities                       13
  
            Total current liabilities                19,116
  
       Shareholder's Equity                           2,731
  
         Total Liabilities and Shareholder's Equity $21,847
  The accompanying notes to condensed financial statements are an integral part of this statement.
  OXFORD PREMIUM FINANCE, INC.
                                                     CONDENSED STATEMENT OF INCOME
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  Interest and Other Fees                                  $    634
  
       Interest Expense                                              342
  
         Net interest income before provision for loan loses         292
  
       Provision for Loan Losses                                      24
  
         Net interest income                                         268
  
       Operating and Administrative Expenses:
  
         Salaries, wages & employee benefits                         124
  
         Operating supplies & expenses                                95
  
         Depreciation & amortization                                  11
  
       Total operating and administrative expenses                   230
  
       Income Before Income Taxes                                     38
  
       Income Tax Provision                                           12
  
       Net Income                                               $     26
  The accompanying notes to condensed financial statements are an integral part of this statement.
  OXFORD PREMIUM FINANCE, INC.
                                                        STATEMENT OF CASH FLOWS
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  Cash Flows From Operating Activities
       Net income                                               $     26
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation                                                 11
         Provision for loan losses                                    24
         Other                                                        66
  
            NET CASH PROVIDED BY OPERATING ACTIVITIES                127
  
  Cash Flows From Investing Activities
           Purchase of furniture and equipment                        (6)
           Insurance premium finance loans made to customers
               net of principal collections and amounts due to
               insurance companies and insured                      (314)
  
                    NET CASH USED IN INVESTING ACTIVITIES           (320)
  
  Cash Flows From Financing Activities
           Net advances on line of credit                            193
  
                    NET CASH PROVIDED BY FINANCING ACTIVITIES        193
  
  Net increase in cash                                                 -
  
  Cash:
           Beginning                                                   -
  
           Ending                                               $      -
  
  Supplemental Disclosures of Cash Flow Information
           Cash payments for interest                           $    342
  The accompanying notes to condensed financial statements are an integral part of this statement.
  OXFORD PREMIUM FINANCE INC.
  
                      Notes to Condensed Financial Statements
  
                                    (Unaudited)
  
  (1)      Condensed Financial Statements:
  
  The condensed financial statements of Oxford Premium Finance Inc. ("Oxford")
  included herein have been prepared pursuant to the rules and regulations of the
  Securities and Exchange Commission ("SEC") and have not been examined or
  reviewed by independent public accountants.  In the opinion of management, all
  adjustments necessary to present fairly the results of operations have been
  made.
  
  Pursuant to SEC rules and regulations certain information and footnote
  disclosures normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been condensed or omitted
  from these statements.  In the opinion of management the disclosures contained
  herein, when read in conjunction with financial statements and notes included in
  Oxford's 1997 audited financial statements filed herewith are adequate to make
  the information presented not misleading.  It is suggested therefore, that these
  statements be read in conjunction with the statements and notes included with
  those financial statements.
  
  (2)      Acquisition:
  
  Oxford, a premium finance company was a wholly-owned subsidiary of Oxford Bank &
  Trust Company ("Oxford Bank").  On April 29, 1998 Oxford Bank entered into an
  agreement for the sale of 100% of the    issued and outstanding shares of common
  stock of Oxford to Universal Premium Acceptance Corporation, a wholly-owned
  subsidiary of TransFinancial Holdings Inc.
  
  The accompanying financial statements do not reflect the costs associated with
  the sale.
  
                            INDEPENDENT AUDITOR'S REPORT
  
  To the Board of Directors
  Oxford Premium Finance, Inc.
  Addison, Illinois
  
  We have audited the accompanying balance sheet of Oxford Premium Finance, Inc.
  as of December 31, 1997, and the related statements of income, changes in
  stockholder's 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 based on
  our audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  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.  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 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 Oxford Premium Finance, Inc. as
  of December 31, 1997, and the results of its operations and its cash flows for
  the year then ended, in conformity with generally accepted accounting
  principles.
  
                                /s/ McGLADREY & PULLEN LLP
  
  Schaumburg, Illinois
  January 9, 1998
  
                                                      OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                             BALANCE SHEET
                                                           DECEMBER 31, 1997
  ASSETS
  
  Insurance premium finance receivables, net                                                 $     21,387,468
  
  Deferred tax assets                                                                                  12,000
  
  Prepaid expenses and other assets                                                                   117,294
  
  Furniture and equipment                                                                             287,097
      Less accumulated depreciation                                                                   203,467
  
                                                                                                       83,630
  
           TOTAL ASSETS                                                                      $     21,600,392
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  Liabilities
      Line of credit, related party                                                          $     18,269,759
      Amounts due to insurance companies and insured                                                  609,466
      Accrued expenses                                                                                 16,193
      Income taxes payable                                                                                102
  
                                                                                                   18,895,520
  
  Stockholder's Equity
      Common stock, no par value, 10,000 shares authorized;
           100 shares issued and outstanding                                                              100
      Additional paid-in capital                                                                    2,165,000
      Retained earnings                                                                               539,772
  
                                                                                                    2,704,872
  
           TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $     21,600,392
  See Notes to Financial Statements.
  OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                          STATEMENT OF INCOME
                                                      YEAR ENDED DECEMBER 31, 1997
  Interest and other fees                                                                    $      2,555,475
  
  Interest expense                                                                                  1,407,095
  
      NET INTEREST INCOME BEFORE PROVISION FOR
           LOAN LOSSES                                                                              1,148,380
  
  Provision for loan losses                                                                            92,300
  
      NET INTEREST INCOME                                                                           1,056,080
  
  Other expenses:
      Salaries and employee benefits                                                                  544,451
      Depreciation                                                                                     44,848
      Other                                                                                           389,764
  
                                                                                                      979,063
  
      INCOME BEFORE INCOME TAXES                                                                       77,017
  
  Income tax expense                                                                                   19,180
  
      NET INCOME                                                                             $         57,837
  See Notes to Financial Statements.
  OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                              STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                                      YEAR ENDED DECEMBER 31, 1997
  Additional
                                                    Common Stock                 Paid-In             Retained
  
                                                 Shares            Amount          Capital           Earning
  Balance, December 31, 1996                            100    $         100     $   2,165,000    $     481,935
  
  Net income                                              -                -                 -           57,837
  
  Balance, December 31, 1997                            100    $         100     $   2,165,000    $     539,772
  See Notes to Financial Statements.
  OXFORD PREMIUM FINANCE, INC.
                                           (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
  
                                                        STATEMENT OF CASH FLOWS
                                                      YEAR ENDED DECEMBER 31, 1997
  Cash Flows From Operating Activities
      Net income                                                                            $          57,837
      Adjustments to reconcile net income to net cash
           provided by operating activities:
           Depreciation                                                                                44,848
           Provision for loan losses                                                                   92,300
           (Increase) in prepaid expenses and deposits                                                 (8,631)
           (Decrease) in income taxes payable                                                         (49,768)
           Increase (decrease) in accrued expenses                                                     12,650
  
               NET CASH PROVIDED BY OPERATING ACTIVITIES                                              149,236
  
  Cash Flows From Investing Activities
      Purchases of furniture and equipment                                                            (11,435)
      Insurance premium finance loans made to customers,
           net of principal collections and amounts due to
           insurance companies and insured                                                           (653,137)
  
               NET CASH (USED IN) INVESTING ACTIVITIES                                               (664,572)
  
  Cash Flows From Financing Activities
      Net (repayments) advances on line of credit
               NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                    515,336
  
               NET INCREASE IN CASH                                                                         -
  
  Cash:
      Beginning                                                                                             -
  
      Ending                                                                                $               -
  
  Supplemental Disclosures of Cash Flow Information
  Cash payments for interest                                                                $       1,407,095
  See Notes to Financial Statements.
  OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
  
  Oxford Premium Finance, Inc. finances insurance premiums for businesses located
  primarily in the midwest or southeastern United States. The Company maintains
  its corporate and main sales office in Addison, Illinois, and has a sales office
  in Atlanta, Georgia.
  
  Oxford Bank & Trust (the Bank), which is a wholly owned subsidiary of Oxford
  Financial Corporation, is the sole stockholder of Oxford Premium Finance, Inc.
  
  Significant accounting policies are as follows:
  
  Accounting 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 and disclosure of contingent assets and liabilities at the date of
  the financial statements and the reported amounts of revenues and expenses
  during the year.  Actual results could differ from those estimates.
  
  Insurance premium finance receivables: The receivables are reported at the
  
  amount of unpaid principal. Unearned finance charges are reported separately as
  a reduction of the receivable balance.  Finance charges are recognized as income
  over the term of the receivable using the sum-of-the-months digits method, which
  approximates the interest method.  Late fees are reported as income when
  collected.
  
  The allowance for finance receivable losses is maintained at a level considered
  adequate to provide for potential finance receivable losses. The Company
  estimates its allowance for finance receivable losses based upon industry and
  its own historical charge-off trends as well as a case-by-case analysis of
  specific receivables.  While management uses the best information available to
  make its evaluation, future adjustments to the allowance may be necessary if
  there are significant changes in economic conditions.
  
  Furniture and equipment:  Furniture and equipment are stated at cost.
  
  Depreciation is computed using the straight-line method over the estimated
  useful lives of the assets of five to seven years.
  
  Income taxes:  Deferred taxes are provided on a liability method whereby
  
  deferred tax assets are recognized for deductible temporary differences and
  operating loss and tax credit carryforwards and deferred tax liabilities are
  recognized for taxable temporary differences.  Temporary differences are the
  differences between the reported amounts of assets and liabilities and their tax
  bases.  Deferred tax assets are reduced by a valuation allowance when, in the
  opinion of management, it is more likely than not that some portion or all of
  the deferred tax assets will not be realized.  Deferred tax assets and
  liabilities are adjusted for the effects of changes in tax laws and rates on the
  date of enactment.
  
                            OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  NOTE 2. INSURANCE PREMIUM FINANCE RECEIVABLES
  
  The insurance premium finance receivables are generally for terms of nine
  months, with a down payment of at least twenty percent of the total premium paid
  to the insurance carrier at the time the policy is written.  If the customer
  becomes delinquent on the contract, the Company notifies the insurance company,
  the insurance is canceled and the unearned premium is refunded to the Company.
  Generally the unearned premium refunded is equal to or greater than the balance
  due on the contract.  The Company, however, could incur a loss if the insurance
  company is not timely notified on policy cancellations.  Also, a loss can occur
  if the unearned premium refund is less than the balance due on the contract and
  the shortfall is not recovered from the customer.
  
  The Company has a significant amount of credit exposure to the insurance
  industry.  Diversification of the premium finance receivables by insurance
  carrier tends to reduce the overall risk by minimizing the adverse impact of any
  single event or set of occurrences.
  
  The composition of receivables is as follows as of December 31, 1997:
  
  Insurance premium finance receivables              $21,860,320
  Less:
  Unearned finance charges                              (392,707)
  Allowance for loan losses                              (80,145)
  
  Insurance premium finance receivables, net         $21,387,468
  
  Changes in the allowance for loan losses for the year ended December 31, 1997,
  are summarized as follows:
  
  Balance, beginning                                 $    80,000
  Provision charged to operations                         92,300
  Loans charged off                                      (98,246)
  Recoveries                                               6,091
  
  Balance, ending                                    $    80,145
  
                            OXFORD PREMIUM FINANCE, INC.
                 (A WHOLLY OWNED SUBSIDIARY OF OXFORD BANK & TRUST)
                           NOTES TO FINANCIAL STATEMENTS
  
  NOTE 3. LINE OF CREDIT
  
  The line of credit is unsecured and is due on demand to Oxford Bank & Trust.
  Interest is at the Bank's prime lending rate less .75%.  The prime lending rate
  at December 31, 1997, was 8.5%.
  
  The loan arrangement with Oxford Bank & Trust provides that, as checks issued by
  the Company are presented for payment, the bank automatically honors the checks
  with advances under the line of credit.  At December 31, 1997, outstanding
  checks of $389,548 are included in the amount due under the line of credit.
  
  NOTE 4. RELATED PARTY TRANSACTIONS
  
  Oxford Financial Corporation's majority stockholder also owns 100% of a company
  placing business with the Company.  The total finance charges from business
  placed by this related party were $200,117 in 1997.
  
  The Company is provided office space and certain administrative support by
  Oxford Bank & Trust at no charge.
  
  NOTE 5. INCOME TAX MATTERS
  
  The deferred tax asset results primarily from differences in the basis of
  equipment and the allowance for loan losses.
  
  No valuation allowance was considered necessary.
  
  For the year ended December 31, 1997, $19,180 in income tax expense is currently
  paid or payable.
  
  NOTE 6. PROFIT- SHARING PLAN
  
  The Company has a defined contribution 401(k) plan which covers substantially
  all employees. Participants make tax deferred contributions. The Company matches
  contributions equal to 50% of each participant's contribution up to 6% of wages.
  Contributions to the plan were $10,795 for the year ended December 31, 1997.
  
                   TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
              DESCRIPTION OF CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  On May 29, 1998 TransFinancial Holdings, Inc. ("TransFinancial") through its
  wholly-owned subsidiary, Universal Premium Acceptance Corporation ("UPAC")
  completed the acquisition of all of the issued and outstanding stock of Oxford
  Premium Finance, Inc.  ("Oxford").  The purchase price was approximately $4.2
  million.  This transaction will be accounted for as a purchase.
  
  The entities involved in the pro forma financial statements are TransFinancial
  and Oxford.  TransFinancial's and Oxford's normal fiscal year is a calendar year
  ending December 31.
  
  The pro forma balance sheet was prepared using the historical balance sheets of
  TransFinancial and Oxford as of March 31, 1998 assuming the acquisition occurred
  on that date.  TransFinancial previously reported its information on Form 10-Q.
  
  The fiscal year ending December 31, 1997 and three months ending March 31, 1998
  pro forma income statements were prepared using the historical income statements
  of TransFinancial and Oxford for the year ended December 31, 1997 and three
  months ended March 31, 1998, assuming the acquisition occurred on January 1,
  1997, and January 1, 1998, respectively.  TransFinancial's historical
  information was previously reported on Form 10-K and Form 10-Q, respectively.
  
                                             TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                   CONDENSED PRO FORMA BALANCE SHEET
                                                          AS OF MARCH 31, 1998
                                                              (Unaudited)
  
                                                             (in thousands)
  Historical                    Pro Forma     Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  Current Assets
      Cash & short term investments         $   3,816     $        -   $     3,816   $         -        $     3,816
  
      Finance accounts receivable              15,576         21,708        37,284          (262) (1)        14,380
                                                                                         (18,463) (2)
                                                                                          (4,179) (3)
      Freight accounts receivable              15,793              -        15,793                           15,793
      Current deferred tax asset                1,349              -         1,349           285  (1)         1,634
      Other current assets                      2,724             60         2,784           (23) (1)         2,761
      AFS net assets                            6,704              -         6,704             -              6,704
  
           Total current assets                45,962         21,768        67,730       (22,642)            45,088
  
  Net Operating Property                       35,807             79        35,886           (65) (1)        35,821
  
  Intangibles and Other Assets                  9,854              -         9,854           428  (1)        11,730
                                                                                           1,448  (3)
  
                                            $  91,623     $   21,847   $   113,470   $   (20,831)       $    92,639
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities
      Cash overdrafts                       $   2,436     $        -   $     3,055    $        -        $     2,436
      Accounts payable                          4,350            640         4,990                            4,990
      Secured notes payable                     1,851         18,463        19,695       (18,463)  (2)        1,851
      Other accrued expenses                    8,176             13         8,189           363   (1)        8,552
  
           Total current liabilities           16,813         19,116        35,929       (18,100)            17,829
  
  Deferred Income Taxes                         2,145              -         2,145                            2,145
  
  Shareholders' Equity                         72,665          2,731        75,396        (2,731)  (3)       72,665
  
                                            $  91,623     $   21,847   $   113,470    $  (20,831)       $    92,639
  This proforma balance sheet should be read in conjunction with the related Description and Notes to Condensed Pro Forma Financial
  Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings.
  TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                CONDENSED PRO FORMA STATEMENT OF INCOME
                                                  FOR THE YEAR ENDED DECEMBER 31, 1997
                                                              (Unaudited)
  
                                                (in thousands, except per share amounts)
  Historical                    Pro Forma      Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  Operating Revenue                         $   133,687   $    1,148   $   134,835    $       24   (3) $   134,859
  
  Operating Expenses:
      Salaries, wages & employee
           benefits                              74,622          544        75,166          (202)  (2)      74,964
      Operating supplies & expenses              19,605          390        19,995                          19,995
      Provision for credit losses                   950           92         1,042                           1,042
      Operating taxes & licenses                  3,324                      3,324                           3,324
      Insurance & claims                          3,051                      3,051                           3,051
      Depreciation & amortization                 4,758           45         4,803           125   (1)       4,888
                                                                                             (40)  (2)
      Purchased transportation                   25,441                     25,441                          25,441
  
           Total operating expenses             131,751        1,071       132,822          (117)          132,705
  
  Operating Income                                1,936           77         2,013           141             2,154
  
  Nonoperating Income (Expense)                     689            -           689             -               689
  
  Income Before Income Taxes                      2,625           77         2,702           141             2,843
  
  Income Tax Provision                            1,525           19         1,544           107   (4)       1,651
  
  Net Income                                $     1,100   $       58   $     1,158    $       34       $     1,192
  
  Basic Average
      Shares Outstanding                          6,214                                                      6,214
  
  Basic Earnings Per Share                  $      0.18                                                $      0.19
  
  Diluted Average
      Shares Outstanding                          6,266                                                      6,266
  
  Diluted Earnings Per Share                $      0.18                                                $      0.19
  This pro forma statement of income should be read in conjunction with the related Description and Notes to Condensed Pro Forma
  Financial Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings with the Commission.
  TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                                CONDENSED PRO FORMA STATEMENT OF INCOME
                                               FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                              (Unaudited)
  
                                                (in thousands, except per share amounts)
  Historical                    Pro Forma      Pro Forma
  
                                         TransFinancial     Oxford     Combined        Adjustments     Combined
  Operating Revenue                          $   37,003   $      292   $    37,295    $        4  (3)   $   37,299
  
  Operating Expenses:
    Salaries, wages & employee
      benefits                                   21,647          124        21,771           (50) (2)       21,721
    Operating supplies & expenses                 5,002           95         5,097                           5,097
    Provision for credit losses                      93           24           117                             117
    Operating taxes & licenses                      845            -           845                             845
    Insurance & claims                              746                        746                             746
    Depreciation & amortization                   1,292           11         1,303            31  (1)        1,324
                                                                                      (10)    (2)
    Purchased transportation                      7,078            -         7,078                           7,078
  
           Total operating expenses              36,703          254        36,957           (29)           36,928
  
  Operating Income                                  300           38           338            33               371
  
  Nonoperating Income (Expense)                      51            -            51             -                51
  
  Income Before Income Taxes                        351           38           389            33               422
  
  Income Tax Provision                              190           12           202            26  (4)          228
  
  Net Income                                 $      161   $       26   $       187    $        7        $      194
  
  Basic Average
      Shares Outstanding                          6,053                                                      6,053
  
  Basic Earnings Per Share                   $     0.03                                                 $     0.03
  
  Diluted Average
      Shares Outstanding                          6,124                                                      6,124
  
  Diluted Earnings Per Share                 $     0.03                                                 $     0.03
  This pro forma statement of income should be read in conjunction with the related Description and Notes to Condensed Pro Forma
  Financial Statements and the Registrant's financial statements contained in its Form 10-Q and Form 10-K filings with the Commission.
  TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
                 NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  1.  These Notes to Condensed Pro Forma Financial Statements are not intended to
  disclose all data of significance related to the historical financial statements
  of the entities.  The Notes and the related Condensed Pro Forma Financial
  Statements should be read in conjunction with the historical interim and annual
  financial statements of TransFinancial Holdings, Inc. ("TransFinancial") filed
  with the Commission on Forms 10-Q and 10-K.  TransFinancial knows of no material
  non-recurring credits or charges from the acquisition of Oxford Premium Finance,
  Inc. ("Oxford") from Oxford Bank & Trust Company that will be included in
  TransFinancial's statement of income subsequent to May 29, 1998 (the date of
  acquisition).
  
  2.  Pro Forma balance sheet adjustments
  
      See Description of Condensed Pro Forma Financial Statements for a
  description of the historical balance sheets used to prepare the Condensed Pro
  Forma Balance Sheet.  The following descriptions correspond to the numbering of
  the adjustments set forth on the Condensed Pro Forma Balance Sheet.
  
      (1)  The historical carrying values of certain assets and liabilities have
  been adjusted to the estimated fair value of such assets and liabilities as
  follows; the finance accounts receivables of Oxford were adjusted to their
  estimated fair market value; a reserve had been provided for the fair value of
  furniture and other equipment; deferred tax assets relating to reserves
  provided; and, liabilities have been established at fair value for certain
  compensation and benefits payable to employees of Oxford and other commitments
  resulting from the acquisition.
  
      (2)  Concurrent with the closing of the acquisition, UPAC amended its
  receivable securitization agreement to permit the sale of Oxford's finance
  receivables under the arrangement.  Effective at closing Oxford sold a portion
  of its receivables with the proceeds utilized to repay the balance outstanding
  under its former line of credit.
  
      (3)  To record the acquisition as follows:
                                                                   (in thousands)
  
           Purchase price paid to Oxford shareholder                   $     4,178
  
           Fair value of assets acquired and liabilities assumed             2,302
  
           Intangibles acquired, including goodwill                    $     1,876
  
  UPAC sold additional eligible receivables under its securitization agreement
  with the proceeds utilized to pay the purchase price to Oxford's sole
  shareholder.
  
                   TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  
                 NOTES TO CONDENSED PRO FORMA FINANCIAL STATEMENTS
  
  3.  Pro Forma income statement adjustments.
  
  See Description of Condensed Pro Forma Financial Statements for a description of
  the historical income statements used    to prepare the Condensed Pro Forma
  Income Statements.  For consistency of presentation, the historical operating
  revenues of Oxford are shown net of interest expense on borrowings secured by
  finance receivables.  The following descriptions correspond to the numbering of
  the adjustments and eliminations set forth on the Condensed Pro Forma Income
  Statements.
  
      (1)  Amortization of intangibles, including goodwill, arising in the
  acquisition using the straight-line method of amortization over an estimated
  useful life of 15 years.
  
      (2)  Adjustment to reflect the elimination of the salary benefits of the
  former president of Oxford, who retired effective on the acquisition date and
  the adjustment of depreciation on fixed assets recorded at fair market value.
  
           Not reflected in the above adjustments are the elimination of salaries,
  wages and employee benefits and certain operating expenses which the Company
  expects to realize as Oxford's operations are integrated into UPAC's.
  
      (3)  Adjustment to reflect the elimination of interest expense on Oxford's
  former line of credit, which was terminated and repaid under the terms of the
  Stock Purchase Agreement, and the costs of selling an additional $4.2 million of
  UPAC's receivables and approximately $18 million of Oxford's receivables under
  UPAC's securitization agreement.
  
      (4)  Adjustment to record an income tax provision for the net pro forma
  adjustments to income before income taxes at TransFinancial's combined federal
  and state tax rate, adjusted for the non-deductibility of goodwill and
  intangibles amortization.
  
                                     SIGNATURES
  
  Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
  has duly caused this report to be signed on its behalf by the undersigned,
  hereunto duly authorized.
  
                                TRANSFINANCIAL HOLDINGS, INC.
  
                                By:  /s/ Timothy P. O'Neil
  
                                Timothy P. O'Neil, President and
                                Chief Executive Officer
  
  Date:  June 12, 1998
  
                                   EXHIBIT INDEX
  
  Exhibit
    No.                              Description
  
   2(a)          Stock Purchase Agreement by and between Universal Premium
                 Acceptance Corporation and Oxford Bank & Trust Company dated
                 April 29, 1998.
  
  10(a)          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.