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): June 17, 1998
TRANSIT GROUP, INC.
(Exact name of Registrant as specified in its charter)
- ------------------------------- ---------------------- ----------------------
Florida 33-30123-A 59-2576629
(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 June 17, 1998, Transit Group, Inc. ("Transit Group")
consummated the acquisition of K. J. Transportation, Inc., a New York
corporation ("K.J."), and its affiliate, J&L Truck Leasing of Farmington, Inc.,
a New York corporation ("J&L"). Pursuant to an Agreement and Plan of
Reorganization, a wholly-owned New York subsidiary of Transit Group ("Newco")
was merged with K.J. in a forward triangular merger, with Newco remaining as
the surviving corporation of the merger. Upon consummation of the merger, all
of the outstanding common stock of K.J. was exchanged for $3.0 million in cash
and 878,689 shares of Transit Group common stock. In addition, Transit Group
agreed to issue up to 270,512 additional shares of Transit Group common stock
to the former K.J. stockholders if specified financial objectives are met for
the period of July 1, 1998 through June 30, 1999. Pursuant to a separate Stock
Purchase Agreement, Transit Group acquired all of the outstanding common stock
of J&L for $500,000.
K.J., a privately held carrier based in Farmington, New York,
provides truckload and freight brokerage services, logistics and dedicated
transportation services. J&L, also based in Farmington, New York, provides
truck leasing services.
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 K.J. 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 statements under cover of a Form 8-K/A as soon as
practicable, but not later than August 31, 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 K.J. 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 August 31, 1998 (60 days after this Report is
required to be filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated June 16, 1998, by
and among Transit Group, K.J., Kent L. Johnson, Patricia H.
Johnson and certain other individual sellers listed therein.
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: June 26, 1998 /s/ Philip A. Belyew
--------------------
Philip A. Belyew
President and Chief Executive Officer