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 (Date of Earliest Event Reported): December 30, 1997
TRANSIT GROUP, INC.
(Exact name of Registrant as specified in its charter)
Florida 33-30123-A 58-2576629
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
2859 Paces Ferry Road
Suite 1740
Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(770) 444-0240
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 30, 1997, Transit Group, Inc. ("Transit Group")
consummated the acquisition of Rainbow Trucking Services, Inc., an Indiana
corporation ("Rainbow Trucking"). Pursuant to the Agreement and Plan of
Reorganization, a wholly-owned Indiana subsidiary of Transit Group was merged
with and into Rainbow Trucking in a reverse triangular merger, with Rainbow
Trucking remaining as the surviving corporation of the merger. Upon consummation
of the merger, all of the outstanding common stock of Rainbow Trucking was
converted into 339,623 shares of Transit Group common stock.
On December 30, 1997, Transit Group also consummated the acquisition
of Hawks Enterprises, Inc., a Kentucky corporation ("Hawks Enterprises").
Pursuant to the Agreement and Plan of Reorganization, a wholly-owned Kentucky
subsidiary of Transit Group was merged with and into Hawks Enterprises in a
reverse triangular merger, with Hawks Enterprises remaining as the surviving
corporation of the merger. Upon consummation of the merger, all of the
outstanding common stock of Hawks Enterprises was converted into 188,679 shares
of Transit Group common stock.
In addition, on December 30, 1997, Transit Group consummated the
acquisition of T.W. Transport, Inc., a Kentucky corporation ("T.W. Transport").
Pursuant to the Agreement and Plan of Reorganization, a wholly-owned Kentucky
subsidiary of Transit Group was merged with and into T.W. Transport in a reverse
triangular merger, with T.W. Transport remaining as the surviving corporation of
the merger. Upon consummation of the merger, all of the outstanding common stock
of T.W. Transport was converted into 150,943 shares of Transit Group common
stock.
Rainbow Trucking, a privately held full load, long haul trucking
company, and its two affiliate companies, Hawks Enterprises and T.W. Transport,
are based in Louis~ille, Kentucky.
On December 31, 1997, Transit Group entered into a definitive
agreement with General Parcel Corporation, a Florida corporation ("General
Parcel") owned and controlled by T. Wayne Davis, Chairman of the Board of
Transit Group, for the purchase by General Parcel of all of Transit Group's
fixed assets used in the operations of the parcel delivery business and the
courier business. Pursuant to the Asset Purchase Agreement effective as of
September 30, 1997, General Parcel shall assume certain liabilities of Transit
Group, as well as assume Transit Group's obligations under capital equipment
leases and facility leases relating to its parcel delivery business and courier
business. The sale is subject to third party approvals and other customary
conditions. General Parcel shall receive 870,000 shares of Transit Group common
stock.
Transit Group, headquartered in Atlanta, Georgia is a holding company
in the business of acquiring and consolidating short- and long-haul trucking
companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
At the present time, it is impractical to provide the required
financial statements for Rainbow Trucking, Hawks Enterprises and T.W. Transport
relative to their respective acquisitions as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K. Transit Group will file such
financial information under cover of a Form 8-K/A as soon as practicable, but
not later than March 15, 1998 (60 days after this Report is required to be
filed).
(b) Pro Forma Financial Information
At the present time, it is impractical to provide the pro forma
financial information relative to the Rainbow Trucking, Hawks Enterprises and
T.W. Transport acquisitions as required by Article 11 of Regulation S-X and this
Item 7 of Form 8-K. Transit Group will file such pro forma financial information
under cover of a Form 8-K/A as soon as practicable, but not later than March 15,
1998 (60 days after this Report is required to be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated December 12, 1997, by
and among Transit Group, Rainbow Trucking, and Ellena A. Hawkins, as amended by
First Amendment thereto dated December 30, 1997.
2.2 Agreement and Plan of Reorganization dated December 12, 1997, by
and among Transit Group, Hawks Enterprises and Robert L. Hawkins.
2.3 Agreement and Plan of Reorganization dated December 12, 1997, by
and among Transit Group, T.W. Transport and Timothy M. Weller.
2.4 Asset Purchase Agreement effective as of September 30, 1997, by
and between Transit Group and General Parcel.
99 Press Release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSIT GROUP, INC.
Date: January 13, 1998 /s/ Philip A. Belyew
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Philip A. Belyew
President and Chief Executive Officer