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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____ )
Professional Transportation Group Ltd., Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
742963-10-1
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(CUSIP NUMBER)
W. Anthony Huff
Judson B. Wagenseller
10602 Timberwood Circle, Suite #9
Louisville, KY 40223
(502) 339-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 6, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e)m 240,13d-1(f) or 240.13d-1(g), check the
following box. __
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CUSIP NO. 742963-10-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification Logistics Management, L.L.C.
No. of Above Person
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2. Check the Appropriate Box (a) [x]
If a member of a Group (b)
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3. SEC Use Only
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4. Source of Funds Other OO
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5. Check if Disclosure of
Legal Proceedings Is
Required Pursuant to Not Applicable
Items 2(d) or 2(e)
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6. Citizenship or Place
Of Organization Kentucky
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Number of 7. Sole Voting 2,500,000 shares of
Shares Beneficiary Power Common Stock, no par value
Owned by Each --------------------------------------------
Reporting Person 8. Shared Voting
Power -0-
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9. Sole
Disposi- 2,500,000 shares of
tive Power Common Stock
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10. Shared Disposi-
tive Power -0-
--------------------------------------------
11. Aggregate Amount Beneficially 2,500,000 shares of Common
Owned by Each Reporting Person Stock
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ___
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13. Percent of Class Represented by 55.8%
Amount in Row (11)
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14. Type of Reporting
Person PN
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Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value (the "Common
Stock"), of Professional Transportation Group Ltd., Inc., a Georgia corporation
("PTG" or the "Issuer"). The principal executive offices of the Issuer are
located at 1950 Spectrum Circle, Suite B-100, Marietta, Georgia 30067.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
files this statement on Schedule 13D on behalf of Logistics Management LLC (the
"Reporting Person"). The Reporting Person is making this single filing, and
disclosing persons as required by Item 2 of the General Instructions of Schedule
13D.
(b) Logistics Management L.L.C.
(c)The Reporting Person is a Kentucky limited liability company. The principal
business is that of a private investment company. The managers of the Reporting
Person are Anthony Huff and Dan Pixler. Mr. Huff and Mr. Pixler are U.S.
citizens. The Reporting Person's principal business and principal office address
is 10602 Timberwood Circle, Suite 9, Louisville, Kentucky 40223. The members of
the Reporting Person are Association Services of Kentucky, Inc. ("ASK"), a
Kentucky corporation, whose principal business and principal office address is
the same as the Reporting Person, and Dan Pixler, whose principal business and
principal office is 1004 Crooked Oak Road, Summerville, South Carolina 29485.
The Huff Grandchildren's Trust ("Trust") is the owner of ASK and has the same
principal business and principal office address as the Reporting Person. Mr.
Huff and his spouse Sherry Huff are the trustees of the Trust. Mr. Huff is the
CEO of ASK.
(d) Mr. Huff's principal occupation is as Chairman and Executive Vice President
of U.S. Trucking, Inc.
Mr. Pixler's principal occupation is as President of U.S. Trucking, Inc.
None of the entities or persons identified in this Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors.)
None of the entities or persons identified in this Item 2 has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and
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as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On or about December 6, 1999 the Reporting Person acquired 2,500,000 shares of
Common Stock of the Issuer (the "Shares") pursuant to a Securities Purchase
Agreement dated December 3, 1999, (the "Purchase Agreement") among the Reporting
Person, Dennis Bakal and PTG.
Pursuant to the Purchase Agreement, Mr. Bakal sold to the Reporting Person
2,500,000 shares of PTG common stock, at an aggregate purchase price of
$3,000,000, together with other consideration. Also, pursuant to the Purchase
Agreement the Reporting Person loaned Mr. Bakal $500,000. Mr. Bakal is obligated
to make a $500,000 capital contribution to PTG. As collateral for repayment of
the $500,000 Bakal pledged 1,230,769 shares of PTG's common stock to the
Reporting Person.
Mr. Bakal accepted as payment for the shares sold to the Reporting Person a
promissory note ("LM Note") in the amount of $3,000,000 due thirty one days
from the date of the LM Note. At the date of maturity of the LM Note the
Reporting Person may return 2,500,000 shares of PTG as payment in full of the LM
Note. In the event that the Reporting Person elects to pay the LM Note, the
source of funds for such payment will be the working capital, or other funds
available for investment, of the Reporting Person.
The Reporting Person arranged for a loan in the amount of $571,126.00 from
Zanett Lombardier Master Fund, L.P. (the "Zanett Loan"). $500,000 was used by
the Reporting Person to make the loan to Mr. Bakal (see above). The general
terms of the Zanett Loan requires repayment sixty days after the date of the
Zanett Loan.
Item 4. Purpose of Transaction.
Following the consummation of the Purchase Agreement, the Reporting Person
nominated 3 directors to the Issuer's Board of Directors. The 3 nominees were
appointed to the board. As a result of such action the Reporting Person
appointed a majority of the directors of the board. The directors appointed by
the Reporting Person are Anthony Huff, Dan Pixler, and Jonathan Pollon, whose
principal address is 241 Baywood Drive, Newport Beach, CA. The composition of
the Board of Directors of the Company is subject to change from time to time.
Pursuant the Purchase Agreement, the Issuer agreed not take to any action to
terminate its status as a company required to file reports under the Act or the
rules and regulations which would permit such termination as long as the
Reporting Person beneficially owns the shares acquired through the Purchase
Agreement.
The Reporting Person intends to review on a continuing basis its investment in
PTG, and the Reporting Person may decide to elect to return the Shares to Mr.
Bakal pursuant to the Note
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depending on its review of the operations of PTG, business commitments between
PTG with third parties, market conditions, and other investment and business
opportunities.
Other than as described above, the Reporting Person does not have any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve
the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Person owns 2,500,000 of Common Stock or
approximately 56% of the Common Stock outstanding.
(c) The Reporting Person does not have a beneficial ownership of, or
has engaged in any transaction during the past 60 days in, any shares
of the Common Stock, except as disclosed in this Schedule 13D.
(d) No person, other than the Reporting Person, has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock referred to in this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the Loan the Reporting Person may be obligated to repay the
Loan from Zanett Lombardier Master Fund, L.P. in shares of PTG. The
amount of shares will be provided by amendment to this filing.
The Reporting Person may, in its sole discretion, return 2,500,000
shares of the Issuer to Mr. Bakal in full satisfaction of the Note
within 31 days of the date of the Purchase Agreement.
Item 7. Material to be Filed as Exhibits.
1. Securities Purchase Agreement;
2. $500,000 Promissory Note between Logistics Management LLC and Dennis
Bakal;
3. Pledge Agreement Between Dennis Bakal and Logistics Management LLC;
4. $3,000,000 Promissory Note between Logistics Management LLC and Dennis
Bakal;
5. Promissory Note between Logistics Management LLC and Zanett Lombardier
Master Fund LP
The foregoing exhibits will be filed by amendment.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Logistics Management L.L.C.
Date: January 11, 2000 By: /s/ Anthony Huff
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Anthony Huff, Manager
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