TELETRAC HOLDINGS INC
8-K, 1999-03-02
RADIOTELEPHONE COMMUNICATIONS
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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)  February 16, 1999 



                            TELETRAC HOLDINGS, INC. 
               (Exact Name of Registrant as Specified in Charter)


      Delaware                   333-35017                        43-1789886    
(State or Other Jurisdiction    (Commission                    (I.R.S. Employer
of Incorporation)                File Number)                Identification No.)


2131 Faraday Avenue, Carlsbad, California                           92008    
(Address of Principal Executive Offices)                          (Zip Code)




Registrant's telephone number, including area code  (760)931-2644





          (Former Name or Former Address, if Changed Since Last Report)





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<PAGE>



Item 5.  Other Events.

          Between February 16, 1999 and February 19, 1999, five directors
resigned from the respective Boards of Directors of Teletrac Holdings, Inc. (the
"Company") and Teletrac, Inc., a wholly owned subsidiary of the Company. Messrs.
Robert Benbow, Michael A. Greeley and Sanford Anstey resigned on February 16,
1999; Mr. Marc H. Michel resigned on February 17, 1999; and Mr. Brian A. Rich
resigned on February 19, 1999.

          Two of the Company's directors, Messrs. James A. Queen and David J.
Berkman, had previously resigned from each of the Boards in October 1998.

          None of the resigning directors did so because of a disagreement with
the Company on any matter relating to its operations, policies or practices.

          Messrs. John Sarto, the Chief Executive Officer of the Company, and
Michael Markbreiter continue to serve as directors of the Company and Teletrac,
Inc.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

(c)  Exhibits.

          None.




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<PAGE>


                                   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, thereunto duly autho rized.


                                            TELETRAC HOLDINGS, INC.



                                            By:  /s/ Alan B. Howe      
                                                     Name: Alan B. Howe
                                                     Title: Vice President

Date: March 2, 1999











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