SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): July 17, 1998 (May 5, 1998) TRANSIT GROUP, INC. (Exact name of Registrant as specified in its charter) Florida (State or other jurisdiction 33-30123-A 59-2576629 of incorporation or (Commission File No.) (IRS Employer 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 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired The Certified Transport, Inc. and Venture Logistics, Inc. and Subsidiaries Combined Financial Statements and Independent Auditors' Report for the fiscal years ending December 31, 1997 and 1996 are contained in Exhibit 99.1 hereto. (b) Pro Forma Financial Information Such required pro forma financial information is contained in Exhibit 99.2 hereto. (c) Exhibits 23.1 Consent of Katz, Sapper & Miller, LLP 99.1 Certified Transport, Inc. and Venture Logistics, Inc. and Subsidiaries Combined Financial Statements and Independent Auditors'Report for the fiscal years ending December 31, 1997 and 1996 including a manually signed report. 99.2 Pro forma condensed balance sheet dated March 31, 1998 and pro forma statements of Operations for the twelve months ending December 31, 1997 and the three months ending March 31, 1998. 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: July 17, 1998 /s/ Philip A. Belyew -------------------- Philip A. Belyew President and Chief Executive Officer