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):August 9, 1999(July 30, 1999)
TRANSIT GROUP, INC.
(Exact name of Registrant as specified in its charter)
Florida
(State or other jurisdiction of 000-18601 59-2576629
incorporation or organization) (Commission File No.) (IRS Employer
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 July 30, 1999, Transit Group, Inc. ("Transit Group") consummated the
acquisition of MDR Cartage, Inc., an Arkansas corporation ("MDR").
Pursuant to the Agreement and Plan of Reorganization included in
Exhibit 2.1, MDR and a wholly-owned Arkansas subsidiary of Transit Group were
merged into MDR in a reverse triangular merger, with MDR remaining as the
surviving corporation of the merger. Upon consummation of the merger, all of the
outstanding common stock of MDR was converted into 2,450,000 shares of Transit
Group common stock plus cash consideration of $1,800,000.
Also, on July 30, 1999, Transit Group consummated the acquisition of
three related entities with common beneficial ownership, Bestway Trucking, Inc.,
a Kentucky corporation ("Bestway"), Connection One Trucking, LLC, an Indiana
Limited Liability Company ("Connection One"), and DLS Leasing, Inc., an Indiana
corporation ("DLS"), for aggregate consideration of 1,542,501 shares of Transit
Group and $4,739,999 in cash.
Pursuant to the Agreement and Plan of Reorganization included in
Exhibit 2.2, Bestway and a wholly-owned Kentucky subsidiary of Transit Group
were merged into Bestway in a reverse triangular merger, with Bestway remaining
as the surviving corporation of the merger. Upon consummation of the merger, all
of the outstanding common stock of Bestway was converted into 1,542,501 shares
of Transit Group.
Pursuant to the Membership Interest Purchase Agreement included in
Exhibit 2.3, Transit Group acquired from David L. Summitt and Jenny Summitt 100
units, representing all of the outstanding units, of Connection One for a cash
purchse price of one dollar.
Pursuant to the Stock Purchase Agreement included in Exhibit 2.4,
Transit Group purchased 100 common shares of stock, representing all of the
outstanding shares of common stock, of DLS for a cash purchase price in an
amount equal to $6,749,999.
Transit Group, headquartered in Atlanta, Georgia, is a holding company
in the business of acquiring and consolidating short-, medium- and long-haul
trucking companies.
MDR, headquartered in Jeffersonville, Indiana, is a short-, medium- and
long-haul trucking company.
Bestway, headquartered in Memphis, Tennessee, is a short-, medium- and
long-haul trucking company.
Connection One, headquartered in Sellersburg, Indiana, is a short-,
medium- and long-haul trucking company.
DLS, headquartered in Sellersburg, Indiana, is a short-, medium- and
long-haul trucking company.
ITEM 7. EXHIBITS
Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
At the present time, it is impractical to provide the required
financial statements relative to the acquisitions 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 October 13, 1999, (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 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 statements under cover of a Form 8-K/A as soon as practicable,
but not later than October 13, 1999 (60 days after this Report is required to be
filed).
(c) Exhibits
2.1 Agreement and Plan of Reorganization made as of July 30, 1999, by
and between Transit Group, Inc., a Florida corporation, MDR Cartage, Inc., an
Arkansas corporation, C. Frank Mitchell and Bobby W. Riley, each a resident of
the State of Arkansas.
2.2 Agreement and Plan of Reorganization made as of July 30, 1999, by
and between Transit Group, Inc., a Florida corporation, Bestway Trucking, Inc.,
a Kentucky corporation, and David L. Summitt, a resident of the State of
Indiana.
2.3 Membership Interest Purchase Agreement made as of July 30, 1999, by
and between Transit Group, Inc., a Florida corporation, David L. Summitt, and
Jenny Summitt, each a resident of the State of Indiana.
2.4 Stock Purchase Agreement made as of July 30, 1999, by and between
Transit Group, Inc., a Florida corporation, and David L. Summitt, a resident of
the State of Indiana.
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: August 12, 1999 /s/ Philip A. Belyew
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Philip A. Belyew
President and Chief Executive Officer