PERSONNEL GROUP OF AMERICA INC
8-K, 1998-03-09
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                   SECURITIES AND EXCHANGE COMMISSION PRIVATE
                              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) March 6, 1998



                        PERSONNEL GROUP OF AMERICA, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                    001-13956                 56-1930691
- ----------------------------       ----------------          -------------------
(State or Other Jurisdiction       (Commission File           (I.R.S. Employer 
      of Incorporation)                Number)               Identification No.)



                          6302 Fairview Road, Suite 201
                         Charlotte, North Carolina 28210
                    ----------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (704) 442-5100
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
              -----------------------------------------------------
              (Former name or address, if changed from last report)




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Item 5.           Other Events.

         Personnel Group of America, Inc. issued a press release on March 6,
1998 (a copy of which is attached as Exhibit 99.1), the contents of which are
incorporated herein by reference.

Item 7.           Exhibits.

         The following exhibit is filed as part of this report.

         Exhibit 99.1 -- Press release dated March 6, 1998


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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.

Date:  March 6, 1998

                                        PERSONNEL GROUP OF AMERICA, INC.

                                        By:  /s/ JAMES C. HUNT
                                             -----------------------------------
                                             James C. Hunt
                                             Senior Vice President and
                                             Chief Financial Officer


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<PAGE>   4

                                 Exhibit Index
                                 -------------

Exhibit                                           Exhibit No.
- -------                                           -----------

Press Release dated March 6, 1998                      99.1




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<PAGE>   1

Exhibit 99.1
- ------------
                                   [PGA Logo]

PERSONNEL GROUP OF AMERICA, INC.                                    NEWS RELEASE

FOR IMMEDIATE RELEASE                   Contact:  James C. Hunt
                                                  Senior Vice President and
                                                    Chief Financial Officer

                                                  Ken R. Bramlett, Jr.
                                                  Senior Vice President and
                                                    General Counsel

                        PERSONNEL GROUP OF AMERICA, INC.
                         ANNOUNCES 2-FOR-1 STOCK SPLIT

CHARLOTTE, NC (March 6, 1998) - Personnel Group of America, Inc. (NYSE:PGA), a
leading information technology services and commercial staffing company
headquartered in Charlotte, today announced that its Board of Directors has
declared a two-for-one stock split to be effected in the form of a 100% stock
dividend. The record date for the stock split will be the close of business on
Monday, March 16, 1998, and the payment date will be Monday, March 30, 1998.
After the stock split, the Company will have approximately 32.3 million shares
of common stock outstanding, on a diluted basis.

         "Since PGA's initial public offering in September 1995, the value of
our stock has increased by over 200%," said Edward P. Drudge, Jr., PGA's
chairman and chief executive officer. "We continue to broaden the shareholder
base and believe that this stock split will further increase the number of
shareholders, particularly in retail or individual ownership. PGA has
successfully completed six acquisitions of market-leading information technology
services and commercial staffing services companies in the last 14 weeks. The
pipeline continues to be fluid, and we expect to complete additional
acquisitions throughout the remainder of 1998."

         Personnel Group of America, Inc. is a diversified staffing services
company providing a full range of information technology services and commercial
staffing services. With this acquisition, PGA now operates through 128 offices
in 24 states and the District of Columbia. PGA's Information Technology Division
is comprised of 13 companies, and its Commercial Staffing Division is comprised
of 22 companies. Each of PGA's companies operates in a decentralized manner and
typically retains its local brand name.

         Information contained in this press release, other than historical
information, may be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on PGA's
operating results, performance or financial condition are fluctuations in the
economy, the degree and nature of competition and the demand for PGA's services,
changes in laws and regulations affecting PGA's business, PGA's inability at any
time to complete acquisitions and integrate the operations of acquired
businesses, to recruit and place temporary professionals, to expand into new
markets, and to maintain profit margins in the face of pricing pressures, and
numerous other factors discussed in PGA's filings with the Securities and
Exchange Commission.

                                     -END-


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