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): May 5, 1998
TRANSIT GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Florida
(State or other jurisdiction of 33-30123-A 59-2576629
incorporation or organization) (Commission File No.) (IRS Employer
Identification No.)
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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 May 5, 1998, Transit Group, Inc. ("Transit Group") consummated
the acquisition of Certified Transport, Inc., an Indiana corporation
("Certified"), and Venture Logistics, Inc., an Indiana corporation ("Venture").
Pursuant to the Agreement and Plan of Reorganization, Venture and a
wholly-owned Indiana subsidiary of Transit Group ("Newco") were merged with and
into Certified in a reverse triangular merger, with Certified remaining as the
surviving corporation of the merger. Upon consummation of the merger, all of
the outstanding common stock of Certified and Venture were converted into
1,072,165 shares of Transit Group common stock. In addition, Transit Group
agreed to issue up to 270,512 additional shares of Transit Group common stock
if financial objectives are met in 1998.
Certified, a privately held short- to medium-haul dry van carrier,
is based in Indianapolis, Indiana.
Transit Group, headquartered in Atlanta, Georgia is a holding
company in the business of acquiring and consolidating short-, medium- 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 Certified relative to its acquisition 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 July 19, 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 Certified acquisition 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 July 19, 1998 (60 days after this Report is
required to be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated May 5, 1998, by and
among Transit Group, Newco, Certified, Venture, James Arnold, William T. Keywan
and M. Douglas Williams.
99.1 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: May 15, 1998 /s/ Philip A. Belyew
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Philip A. Belyew
President and Chief Executive Officer