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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-70985
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED FEBRUARY 5, 1999)
1,800,000 SHARES
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
Common Stock
This Prospectus Supplement No. 1 supplements and amends the prospectus
dated February 5, 1999 relating to 1,800,000 shares of common stock of
Professional Transportation Group Ltd., Inc. a Georgia corporation being offered
by certain of our shareholders named in the prospectus who have acquired such
securities from us in connection with services rendered to us.
The table on page 8 of the prospectus which sets forth information with
respect to the selling securityholders and the respective number of shares
beneficially owned by each selling securityholder and the number of shares that
may be sold pursuant to the prospectus is hereby amended as follows:
The deletion of the entire table and the substitution therefor of the following:
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK BENEFICIALLY COMMON STOCK OFFERED COMMON STOCK BENEFICIALLY
OWNED BEFORE OFFERING (1) IN THE OFFERING(1) OWNED AFTER CLOSING
------------------------- ------------------ -------------------
NAME OF SELLING
SECURITYHOLDER NUMBER PERCENT(2) NUMBER NUMBER PERCENT
- -------------- ------ ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
John P. O'Shea(3) ......... 300,000(4) 5.7% 800,000(5) 0 --
AMRO International, S.A.(6) 300,000(4) 5.7% 800,000(5) 0 --
Chris Rosgen .............. 15,000(7) * 15,000 0 --
Ronald Both ............... 11,000(8) * 11,000 0 --
Nevine Safyurtiu .......... 8,000(9) * 8,000 0 --
Randy J. Sasaki ........... 83,000(10) 1.6% 83,000 0 --
J. Scott Liolios .......... 83,000(10) 1.6% 83,000 0 --
</TABLE>
- ----------------------
* Represents less than 1%
(1) Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of computing the percentage
of outstanding shares held by each selling securityholder, any security which
such person has the right to acquire within 60 days after such date is deemed to
be outstanding for the purpose of computing the percentage ownership for such
person, but is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
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(2) Except as otherwise stated, calculated based upon 5,274,757 shares of common
stock outstanding, and assumes that all debentures will be converted at their
minimum conversion price of $1.00 per share. The actual conversion price will be
78% of market price, but no greater than $5.00 per share.
(3) The address of the principal business office of the selling securityholder
is 19 Rector Street, Suite 1105, New York, New York 10006.
(4) Represents the maximum number of shares into which the debentures may be
converted, based upon an assumed conversion price of $1.00 per share. The
debentures are not convertible for any number of shares of common stock in
excess of that number which would (i) render a selling securityholder the
beneficial owner of more than 9.9% of the then issued and outstanding shares of
common stock or (ii) result in the issuance of an aggregate number of shares of
common stock representing more than 20% of the number of shares of common stock
issued and outstanding on December 23, 1998, the date upon which the debentures
were issued. Warrants to purchase up to an aggregate of 500,000 shares are not
exercisable until November 1, 2001.
(5) Represents shares that may be acquired upon conversion of the debentures, at
an assumed conversion price of $1.00 per share, and upon the exercise of
warrants under a Debenture and Warrant Purchase Agreement dated as of December
10, 1998.
(6) The address of the principal business office of the selling securityholder
is c/o Ultra Finance, Grossmunster Platz 26, Zurich CH 8022 Switzerland.
(7) Represents shares that may be acquired upon exercise of warrants as follows:
(a) 9,000 shares at $2.25 per share, (b) 4,000 shares at $2.75 per share, and
(c) 2,000 shares at $3.00 per share. All of the options are currently
exercisable and terminate on July 27, 2001.
(8) Represents shares that may be acquired upon exercise of warrants as follows:
(a) 4,000 shares at $2.25 per share, (b) 2,000 shares at $2.75 per share, and
(c) 5,000 shares at $3.00 per share. All of the options are currently
exercisable and terminate on July 27, 2001.
(9) Represents shares that may be acquired upon exercise of warrants as follows:
(a) 5,000 shares at $2.25 per share, and (b) 3,000 shares at $3.00 per share.
All of the options are currently exercisable and terminate on July 27, 2001.
(10) Represents shares that may be acquired upon exercise of warrants as
follows: (a) 41,000 shares at $2.25 per share, (b) 17,000 shares at $2.75 per
share, and (c) 25,000 shares at $3.00 per share. All of the options are
currently exercisable and terminate on July 27, 2001.
The prospectus, together with this Prospectus Supplement No. 1
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933 with respect to offers and sales of our common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is November 17, 1999
