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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17 , 2000
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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)
1950 Spectrum Circle, Suite B-100, Marietta, Georgia 30067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (678) 264-0400
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(Former name or former address, if changed since last report.)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL SCHEDULES AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following financial statements are filed with this report as Exhibit 99.1:
Dedicated Transportation Services, Inc.
Independent Auditor's Report
Balance Sheets at January 31, 2000 and 1999
Statements of Operations for the years ended January 31, 2000, 1999 and
1998
Statements of Charges in Shareholders' Equity for the years ended
January 31, 2000, 1999 and 1998
Statements of Cash Flows for the years ended January 31, 2000, 1999 and
1998
Notes to Financial Statements
(b) Pro Forma Financial Information.
The following unaudited pro forma financial statements are filed with
this report as Exhibit 99.2:
Pro Forma Combined Condensed Balance Sheets as of December 31, 1999
Pro Forma Combined Condensed Balance Sheets as of March 31, 2000
(Unaudited)
Pro Forma Combined Condensed Statements of Operations for the
year ended December 31, 1999
Pro Forma Combined Condensed Statements of Operations for the
three months ended March 31, 2000 (Unaudited)
Notes to Pro Forma Combined Condensed Balance Sheets and Statements of
Operations
The Pro Forma Combined Condensed Balance Sheet of Professional
Transportation Group Ltd., Inc. ("PTG") as at December 31, 1999 reflects the
financial position of PTG after giving effect to the acquisition of Dedicated
Transportation Services, Inc. ("Dedicated") as of January 1, 1999. The Pro Forma
Combined Condensed Statements of Operations for the year ended December 31, 1999
and the three months ended March 31, 2000 assume that the acquisition of
Dedicated occurred on January 1, 1999, and are based on the operations of PTG
for the year ended December 31, 1999 and the three months ended March 31, 2000.
The Dedicated balance sheet is presented as of January 31, 2000, its fiscal year
end. The Dedicated statement of operations reflects the year ended January 31,
2000 and its quarterly information is reflected as of and for the quarter ended
April 30, 2000.
The unaudited pro forma combined condensed financial statements have
been prepared by PTG based upon assumptions deemed proper by it. The unaudited
pro forma combined condensed financial statements presented herein are shown for
illustrative purposes only and are not necessarily indicative of the future
financial position or future results of operations of PTG, or of the financial
position or results of operations of PTG that would have actually occurred had
the transaction been in effect as of the date or for the periods presented. In
addition, it should be noted that PTG's financial statements will reflect the
acquisition only from the Closing Date, May 17, 2000.
The unaudited pro forma combined condensed financial statements should
be read in conjunction with the historical financial statements and related
notes of PTG.
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(c) Exhibits.
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Item No. Exhibit Description
<S> <C>
2.1 Agreement and Plan of Merger dated May 17, 2000 by and among
the Company, DTSI Acquisition, Inc., Dedicated Transportation
Services, Inc. and the stockholders of Dedicated (incorporated
by reference from the Company's Current Report on Form 8-K
dated May 17, 2000 (the "8-K"))*
10.1 Convertible Preferred Stock and Warrants Purchase Agreement
for the purchase of Convertible Series B Preferred Stock
(incorporated by reference from the 8-K)
10.2 Promissory Note dated May 17, 2000 by Serra/Martin Living
Trust to the Company (incorporated by reference from the 8-K)
10.3 Promissory Note dated May 17, 2000 by Mark Kapper to the
Company (incorporated by reference from the 8-K)
10.4 Stock Pledge Agreement dated May 17, 2000 by and between the
Company and Mark Kapper (incorporated by reference from the
8-K)
10.5 Stock Pledge Agreement dated May 17, 2000 by and between the
Company and Serra/Martin Living Trust (incorporated by
reference from the 8-K)
10.6 Proceeds Agreement dated May 17, 2000 by and among the Company
and the stockholders of Dedicated (incorporated by reference
from the 8-K)
99.1 Historical Financial Statements for Dedicated Transportation
Services, Inc.
99.2 Pro Forma Combined Condensed Financial Statements for the
Company and Dedicated Transportation Services, Inc.
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* Pursuant to Item 601 (b)(2) of Regulation S-K, the Company agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.
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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: July 27, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit Name
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<S> <C>
2.1 Agreement and Plan of Merger dated May 17, 2000 by and among
the Company, DTSI Acquisition, Inc., Dedicated Transportation
Services, Inc. and the stockholders of Dedicated (incorporated
by reference from the Company's Current Report on Form 8-K
dated May 17, 2000 (the "8-K"))*
10.1 Convertible Preferred Stock and Warrants Purchase Agreement
for the purchase of Convertible Series B Preferred Stock
(incorporated by reference from the 8-K)
10.2 Promissory Note dated May 17, 2000 by Serra/Martin Living
Trust to the Company (incorporated by reference from the 8-K)
10.3 Promissory Note dated May 17, 2000 by Mark Kapper to the
Company (incorporated by reference from the 8-K)
10.4 Stock Pledge Agreement dated May 17, 2000 by and between the
Company and Mark Kapper (incorporated by reference from the
8-K)
10.5 Stock Pledge Agreement dated May 17, 2000 by and between the
Company and Serra/Martin Living Trust (incorporated by
reference from the 8-K)
10.6 Proceeds Agreement dated May 17, 2000 by and among the Company
and the stockholders of Dedicated (incorporated by reference
from the 8-K)
99.1 Historical Financial Statements for Dedicated Transportation
Services, Inc.
99.2 Pro Forma Combined Condensed Financial Statements for the
Company and Dedicated Transportation Services, Inc.
</TABLE>
* Pursuant to Item 601 (b)(2) of Regulation S-K, the Company agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request.
