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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 14, 1999
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
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(Exact name of registrant
as specified in its charter)
Georgia 000-22571 58-1915632
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
495 Lovers Lane Road, Calhoun, Georgia 30701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 629-8682
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On April 14, 1999, Professional Transportation Group Ltd.,
Inc., a Georgia corporation (the "Company"), announced that its Board of
Directors had approved the reduction in the exercise price of its public
warrants to $3.00 per share from $6.90 per share. In addition to this
reduction, the call price of the warrants was also lowered to $5.00 from $10.50
per share. This means that the Company can call the public warrants for
redemption when the closing price of its common stock has equaled or exceeded
$5.00 per share for the ten consecutive days ending three days prior to the
date of the notice of redemption. There are currently 1,437,500 warrants
outstanding and trading on the Nasdaq SmallCap Market under the symbol "TRUCW."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL SCHEDULES AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated April 14, 1999.
SIGNATURES
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.
PROFESSIONAL TRANSPORTATION GROUP
LTD., INC.
By: /s/ Dennis A. Bakal
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Dennis A. Bakal
Chief Executive Officer
Dated: April 14, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Name
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<S> <C>
99.1 Press Release, dated April 14, 1999.
</TABLE>
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- -------------------------------PRESS RELEASE ----------------------------------
FOR IMMEDIATE RELEASE CONTACTS:
April 14, 1999 Dennis A. Bakal, CEO
(888) 999-1964
Scott Liolios, Investor Relations
(949) 574-3860
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. ANNOUNCES
REDUCTION IN PUBLIC WARRANT EXERCISE PRICE
Calhoun, GA, April 14, 1999 - Professional Transportation Group, Ltd.,
Inc. (NASDAQ:TRUC, TRUCW) today announced that its Board of Directors had
approved the reduction in the exercise price of its public warrants to $3.00
per share from $6.90 per share. In addition to this reduction, the call price
of the warrants was also lowered to $5.00 from $10.50 per share. This means
that the Company can call the public warrants for redemption when the closing
price of its common stock has equaled or exceeded $5.00 per share for the ten
consecutive days ending three days prior to the date of the notice of
redemption. There are currently 1,437,500 warrants outstanding and trading on
the Nasdaq SmallCap Market under the symbol "TRUCW."
Dennis A. Bakal, President and Chief Executive Officer of Professional
Transportation Group stated, "The lowering of the exercise and call prices on
our publicly-traded warrants is something that the Board felt in its judgement
would benefit not only the warrant holders, but also our shareholders. While
there is no guarantee, we certainly believe that our recent troubles are behind
us. We recently announced our second straight quarter of achieving operating
income. In addition, we believe that certain other actions we have taken will
lead toward an improvement in our results of operations. It is our hope that an
improvement in the price of our stock will follow. In the event that the public
warrants get to be "in-the-money," we believe that such holders will begin to
exercise the warrants, providing the Company with funds that can be used to pay
down our indebtedness or to grow our operations. In addition, once exercised,
there will be additional float in the public market for our common stock.
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Headquartered in Calhoun, Georgia, Professional Transportation Group
Ltd., Inc. is a transportation services company that provides ground
transportation and logistics services for the air freight and carpet industry
throughout the continental United States through its subsidiaries, Timely
Transportation, Inc. and Truck-net, Inc.
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This release contains statements that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E the Securities Exchange Act of 1934, as amended. These
statements appear in a number of places in this release and include all
statements that are not statements of historical fact regarding the intent,
belief or current expectations of the Company, its directors or its officers
with respect to, among other things: (i) the Company's financing plans ; (ii)
trends affecting the Company's financial condition or results of operations;
(iii) the Company's growth strategy and operating strategy; and (iv) the
declaration and payment of dividends. The words "may," "would," "will,"
"expect," "estimate," "anticipate," "believe," "intend" and similar expressions
and variations thereof are intended to identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of
which are beyond the Company's ability to control, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors discussed herein and those factors discussed in
detail in the Company's filings with the Securities and Exchange Commission,
including the "Risk Factors" section of the Company's Registration Statement on
Form S-3 (Registration Number 333-70985), as declared effective by the
Securities and Exchange Commission on February 5, 1999.
