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): April 19, 2001
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TRANSIT GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Florida 000-18601 59-2576629
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
2859 Paces Ferry Road
Suite 1740
Atlanta, Georgia 30339
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(Address of principal executive offices, including zip code)
(770) 444-0240
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(Registrant's telephone number, including area code)
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(Former name or Former Address if
Changed Since Last Report)
Item 5. Other Events
On April 19, 2001, Transit Group, Inc. (the "Company") closed a financial
reorganization in which the Company restructured its outstanding bank debt,
equipment notes and leases, stock repurchase obligation from certain
shareholders, obligations and terms of its Series A Preferred Stock and
indebtedness to the Company's Chief Executive Officer and other third parties
(the "Reorganization").
The Company issued a press release on April 23, 2001 that discusses the
credit facility. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 7. Financial Information and Exhibits
3.1 Amended and Restated Certificate of Designations for Transit Group,
Inc.'s Series A Convertible Preferred Stock.
3.2 Certificate of Designations for Transit Group, Inc.'s Series B
Convertible Preferred Stock.
10.1 First Amendment to Purchase Agreement between Transit Group, Inc.
and GE Capital Equity Investments, Inc. dated as of April 19, 2001.
10.2 Amendment and Joinder to Amended and Restated Registration Rights
Agreement dated as of April 19, 2001.
10.3 Amendment to Stockholders Agreement dated as of April 19, 2001.
10.4 Stock Purchase Agreement by and among Transit Group, Inc., Cynthia
F. Turner, Philip R. Fulmer, Timothy A. Fulmer, Barbara A. Fulmer,
Carroll A. Fulmer and T. Wayne Davis dated as of April 19, 2001.
10.5 Amended and Restated Credit Agreement by and among Transit Group,
Inc., various financial institutions and Bank One, N.A., as agent,
dated as of April 19, 2001.
10.6 Loan and Security Agreement by and among Congress Financial
Corporation (Southern), as Lender, and Transit Group, Inc., Transit
Group Transportation, LLC, Carroll Fulmer and Company, Inc., and
Land Transportation, LLC, as Borrowers, dated April 19, 2001.
10.7 Agreement Between Transit Group, Inc., T. Wayne Davis and the ECD
Trust dated as of April 19, 2001.
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 25, 2001 /s/ James G. Overley
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James G. Overley,
Senior Vice President of Finance, Chief
Financial Officer and Treasurer