MORGAN GROUP INC
8-K, 1996-11-25
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): November 19, 1996


                             THE MORGAN GROUP, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


             1-13586                                    22-2902315
    (Commission File Number)                           (IRS Employer 
                                                     Identification No.)

             2746 Old U.S. 20 West
             Elkhart, Indiana                           46514-1168
    (Address of principal executive offices)            (Zip Code)

                                 (219) 295-2200
                Registrant's telephone number, including zip code


<PAGE>





Item 5.  Other Events

         On November 19, 1996. The Morgan Group, Inc.  announced it had executed
a definitive  agreement in principle to purchase the assets of Transit  Homes of
America,  as described in the press release dated November 19, 1996, attached as
Exhibit 99.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                  Exhibit 99 - Press Release dated November 19, 1996


<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 authorized.


                                              THE MORGAN GROUP, INC.


                                              By:/s/ Richard B. DeBoer
                                                 -----------------------------
                                                       Richard B. DeBoer
                                                       Chief Financial Officer





                        THE MORGAN GROUP, INC. ANNOUNCES

                  AGREEMENT TO ACQUIRE TRANSIT HOMES OF AMERICA

         Baltimore,  Maryland -- November  19,  1996 -- The Morgan  Group,  Inc.
(AMEX:MG)  today  announced  that it had  executed  a  definitive  agreement  in
principle  to purchase  the assets of Transit  Homes of America  ("Transit"),  a
privately held company based in Boise, Idaho.

         Transit,  with annual sales in excess of $28 million,  serves,  as does
Morgan, a number of the leading producers in the manufactured  housing industry,
including  Fleetwood  Enterprises,  Champion  Enterprises,  Redman  Homes,  Palm
Harbor,  Schult Homes, and Cavalier Homes.  Morgan, the nation's leading service
provider to the  manufactured  housing  industry,  will  finance the purchase of
Transit by a combination of cash on hand, notes to the seller and available bank
lines of credit.  The purchase  price  combines  guaranteed  and  earnings-based
incentive payments to the seller,  and management  believes the acquisition will
have a favorable impact both on Morgan's  customer service  capabilities and its
per share and overall profitability.  The purchase,  subject to receipt of final
audited  statements  and other due  diligence  requirements,  is  expected to be
finalized prior to year-end.

         Larry Kling, the President,  CEO and primary shareholder of Transit who
built the company  over the years,  stated that he was "very happy to be joining
forces with Morgan.  Together,  we should be able to serve our customers better,
offer greater  opportunity for our combined force of independent  owner-operator
drivers,  and operate more  efficiently  and profitably for  shareholders.  I am
pleased  that the Transit Home  Division of Morgan  Drive Away will  continue to
provide services to its customer group."

         Charles C. Baum,  Chairman  and CEO of Morgan,  stated  that "this is a
significant  move for Morgan in  following  our  strategy of  consolidating  our
position of market leader within our industry  niche.  We are fortunate in being
able to bring such a major  player into our fold and are  especially  happy that
Larry Kling, CEO of Transit, will join Morgan to insure a smooth transition with
major customers, employees and drivers for Transit."

         "We expect the acquisition of Transit to add importantly to our ability
to serve major customers  nationwide," added Terry Russell,  President and Chief
Executive Officer of Morgan's principal operating subsidiary, Morgan Drive Away,

<PAGE>

Inc.  "This  should  bring  our  organization  to new  levels  in terms of size,
efficiency,  training,  and  safety.  The terms of the  deal,  and our plans for
consolidating  these  operations,  bode well for the  future  earnings  power of
Morgan."

         The  Morgan  Group is the  nation's  leader  in  providing  outsourcing
transportation  services to the manufactured  housing and  recreational  vehicle
industries,  and also arranges for the movement of commercial  vehicles,  office
trailers,  automobiles,  buses, and a variety of other vehicles and freight. The
company has a national  network of  approximately  1,525  full-time  independent
owner  operators  and 1,555 other  drivers  assigned  to its driver  outsourcing
division,   dispatched  from  103  offices  in  36  states.   Transit  will  add
approximately  400 drivers which are currently  managed out of about 40 offices.
Morgan also provides insurance and financial services to owner-operators through
its Interstate Indemnity and Morgan Finance subsidiaries.

                                  ************

Contact:

Charles C. Baum                         OR          Terence L. Russell
Chairman and                                        President and
     Chief Executive Officer                           Chief Executive Officer
The Morgan Group, Inc.                              Morgan Drive Away, Inc.
Telephone: 410-566-9200                             Telephone:  219-295-2200
Fax:       410-947-0612                                  Fax:   800-295-0828
                                                  
                                             
Release: 96.11



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