-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AxAW4HSHq+Zr56QahJv29McZ1c/onBfE1DLF1qDVMqnfoNP7+rHO6K899fkux6+C +GfQN/9GZgwlX4XptSYQkg== 0000909518-01-500013.txt : 20010425 0000909518-01-500013.hdr.sgml : 20010425 ACCESSION NUMBER: 0000909518-01-500013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010424 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS, GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVI GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSIT GROUP INC CENTRAL INDEX KEY: 0000853532 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 592576629 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41699 FILM NUMBER: 1609610 BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY ROAD STREET 2: SUITE 1740 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7704440240 MAIL ADDRESS: STREET 1: 2859 PACES FERRY ROAD, SUITE 1740 STREET 2: SUITE 1740 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL PARCEL SERVICE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D 1 ge-13d.txt TRANSIT GROUP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRANSIT GROUP, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 893691105 (Title of class of securities) (CUSIP number) BARBARA J. GOULD GE CAPITAL EQUITY INVESTMENTS, INC. 120 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address and telephone number of person authorized to receive notices and communications) APRIL 19, 2001 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 27 Pages) ================================================================================ 47660.1654
- --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 2 of 27 - --------------------------------- ---------------------------------------------- ----------------------------------- - ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GE CAPITAL EQUITY INVESTMENTS, INC. I.R.S. IDENTIFICATION NOS. 06-1268495 OF ABOVE PERSONS: - ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE - --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: N/A SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990 OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: N/A REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990 - ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 123,422,990 - ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 79.4% (SEE ITEM 5) - ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- --------------------------------------------------------- --------------------------------------------------- 2 - --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 3 of 27 - --------------------------------- ---------------------------------------------- ----------------------------------- - ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION I.R.S. IDENTIFICATION NOS. 13-1500700 OF ABOVE PERSONS: - ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK - --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: 17,601,276 (SEE ITEM 5) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990 OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 17,601,276 (SEE ITEM 5) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990 - ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 141,024,266 (SEE ITEM 5) - ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 81.5% (SEE ITEM 5) - ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- --------------------------------------------------------- --------------------------------------------------- 3 - --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 4 of 27 - --------------------------------- ---------------------------------------------- ----------------------------------- - ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC. S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503 OF ABOVE PERSON: - ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: NOT APPLICABLE - ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE - --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW) OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) - ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC CAPITAL SERVICES, INC. - ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) - ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- --------------------------------------------------------- --------------------------------------------------- 4 - --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 5 of 27 - --------------------------------- ---------------------------------------------- ----------------------------------- - ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY I.R.S. IDENTIFICATION NOS. 14-0689340 OF ABOVE PERSONS: - ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: NOT APPLICABLE - ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK - --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW) OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) - ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY - ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) - ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ---------------------- --------------------------------------------------------- ---------------------------------------------------
5 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Transit Group, Inc., a Florida corporation (the "Company"). The principal executive offices of the Company are located at 2859 Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by GE Capital Equity Investments, Inc., a Delaware corporation ("GECEI"), General Electric Capital Corporation, a New York corporation ("GE Capital"), General Electric Capital Services, Inc., a Delaware corporation ("GECS") and General Electric Company, a New York corporation ("GE"). The agreement among each of GECEI, GE Capital, GECS and GE that this statement be filed on behalf of each of them is attached hereto as Exhibit 6. GECEI is a wholly owned subsidiary of GE Capital. GE Capital is a wholly owned subsidiary of GECS. GECS is a wholly owned subsidiary of GE. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The principal executive office of GE is 3135 Easton Turnpike, Fairfield, Connecticut 06431. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies. GE Capital operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. The principal executive offices of GECEI, GE Capital and GECS are at 260 Long Ridge Road, Stamford, Connecticut 06927. ITEMS 2(A), (B) AND (C) For information with respect to the identity and background of each executive officer and director of GECEI, GE Capital, GECS and GE, see Schedules I, II, III and IV attached hereto, respectively. ITEMS 2(D) AND (E) During the last five years none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any person identified in Schedules I through IV has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 13, 1999, GECEI purchased from the Company 5,000,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $25,000,000 pursuant to a Purchase Agreement dated as of May 13, 1999 between the Company and GECEI.. As a result of the Company's issuance of its Series B Convertible Preferred Stock, the shares of Series A Convertible Preferred Stock are convertible into 23,118,479 shares of Common Stock (subject to further adjustments). The funds used to purchase these securities were obtained by GECEI from its working capital. On April 19, 2001, GECEI purchased from the Company 400,000 shares of Series B Convertible Preferred Stock for an aggregate purchase price of $2,000,000 pursuant to a First Amendment to Purchase Agreement dated as of April 19, 2001 between the Company and GECEI, which amends the Purchase Agreement dated as of May 13, 1999 between the Company and GECEI. The shares of Series B Convertible Preferred Stock are convertible into 40,000,000 shares of Common Stock (subject to further adjustment). The funds used to purchase the Series B Convertible Preferred Stock were obtained by GECEI from its working capital. On April 19, 2001, the Company and GECEI entered into an agreement pursuant to which the Company issued to GECEI 375,000 shares of Series B Convertible Preferred Stock in lieu of $1,875,000 of dividends accrued on GECEI's Series A Convertible Preferred Stock . On April 19, 2001, the Company agreed to issue to GECEI 228,571 shares of Series B Convertible Preferred Stock as a placement fee in connection with the Company's Series B financing. On April 19, 2001, the Company and GE Capital entered into an agreement pursuant to which the Company issued to GE Capital options (the "Options") to purchase up to 17,601,276 shares (subject to antidilution adjustments) of Common Stock as consideration for GE Capital agreeing to waive defaults and postpone payments due pursuant to an equipment leasing arrangement between the Company and GE Capital. ITEM 4. PURPOSE OF TRANSACTION. GECEI acquired from the Company the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock as an investment and holds them in the ordinary course of business and not with the purpose or effect of changing the control of the Company. GE Capital acquired the Options as an investment and intends to hold the Options, and the Common Stock into which they are convertible, in the ordinary course of business and not with the purpose or effect of changing the control of the Company. Each of GE Capital and GECEI intends to review its investment in the securities described as being held by them in Item 3 above on a regular basis and, as a result thereof, may at any time or from time to time, acquire additional securities of the Company or dispose of all or a portion of 7 any securities of the Company. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. Except as set forth above, none of GECEI or GE Capital, GECS, or GE has any plans or proposals which relate to or would result in the types of transactions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of April 19, 2001, the reporting persons beneficially owned the following shares of Common Stock: (1) GECEI directly owns 123,422,990 shares of Common Stock. The 123,422,990 shares represent approximately 79.4% of the outstanding shares of Common Stock based on the beneficial ownership calculation for purposes of this Schedule 13D. The 123,422,990 shares represent approximately 35.1% of the outstanding voting securities of the Company. (2) GE Capital directly owns 17,601,276 shares of Common Stock which are issuable upon the exercise of currently exercisable options at an exercise price of $.05 per share. The options expire on October 20, 2005. By virtue of it being the owner of all of the outstanding shares of GECEI, GE Capital is for the purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by GECEI. The 141,024,266 shares that GE Capital beneficially owns represent approximately 81.5% of the outstanding shares of Common Stock, based on the beneficial ownership calculation for purposes of this Schedule 13D. GE Capital and GECEI together own 35.1% of the outstanding voting securities of the Company. (5) GECS and GE disclaim beneficial ownership of all shares of Common Stock beneficially owned by the other reporting persons. Neither the filing of this Schedule 13D nor anything contained herein is intended as, or should be construed as, an admission that GECS or GE is the "beneficial owner" of any shares of Common Stock beneficially owned by the other reporting persons. Except as disclosed in this Item 5(a) and in Item 3 above, none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any of their executive officers and directors, beneficially owns any securities of the Company or presently has a right to acquire any securities of the Company. (b) The response of each reporting person to Item 7 through 14 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference. (c) Except as set forth above, none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any person identified on Schedules I through IV, has effected any transaction in any securities of the Company during the past 60 days. 8 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On April 19, 2001, GECEI and GE Capital entered into an Amendment and Joinder to Amended and Restated Registration Rights Agreement with the Company, pursuant to which GECEI's Series B Convertible Preferred Stock and GE Capital's Options were included under the terms of the Registration Rights Agreement dated as of May 13, 1999 between the Company and certain stockholders of the Company including GECEI ("Registration Rights Agreement") and GE Capital effectively became party to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, GE Capital, GECEI and the other stockholders that are party thereto, may make a written request of the Company for registration with the Securities and Exchange Commission, under and in accordance with the provisions of the Securities Act of 1933, as amended, of all or part of their registrable securities, which include Common Stock (a "Demand Registration"). The holders of 30% or more of the Common Stock subject to the Registration Rights Agreement shall be entitled to request up to three Demand Registrations, and each holder shall be entitled to an unlimited number of "piggy back" registrations. The Amendment and Joinder to Amended and Restated Registration Rights Agreement and the Registration Rights Agreement are filed herewith as Exhibits 4(a) and 4(b), respectively. On April 19, 2001, GECEI entered into an Amendment to Stockholders Agreement, pursuant to which its Series B Convertible Preferred Stock was included in calculating its pro-rata ownership of the Company under the terms of the Stockholders Agreement dated as of May 13, 1999 between the Company and certain stockholders of the Company including GECEI ("Stockholders Agreement"). Pursuant to the Stockholders Agreement, certain other stockholders of the Company have agreed to restrict their transfer of securities of the Company and grant tag along rights to GECEI and the Company has granted Board observer rights to a designee of GECEI. The Amendment to Stockholders Agreement and the Stockholders Agreement are filed herewith as Exhibits 5(a) and 5(b), respectively. The information contained in Item 3 of this statement is specifically incorporated herein by reference. Except as described above, there are no contracts, arrangements, understandings or relationships with respect to any securities of the Company (a) among the reporting persons and, to the best of their knowledge, any of the other persons identified pursuant to Item 2 above and (b) between (i) the reporting persons and, to the best of their knowledge, any of the persons identified pursuant to Item 2 above and (ii) any other person, other than the agreement filed herewith as Exhibit 6. 9 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1(a) First Amendment to Purchase Agreement between the Company and GECEI, dated as of April 19, 2001. Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of May 13, 1999* Exhibit 2 Terms, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Transit Group, Inc.* Exhibit 3 Terms, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Transit Group, Inc. Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration Rights Agreement by and among the Company, GECEI, GE Capital and certain other stockholders of the Company, dated as of April 19, 2001. Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI and certain other Stockholders of the Company dated as of May 13, 1999.* Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and other stockholders of the Company dated as of April 19, 2001. Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and certain other stockholders of the Company, dated as of May 13, 1999.* Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and GECEI, dated April 19, 2001. - -------------------- * Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999. 10 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ----------------------------------------- Name: Barbara J. Gould Title: Managing Director, Associate General Counsel and Assistant Secretary Dated: April 19, 2001 11 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ----------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager Dated: April 19, 2001 12 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ------------------------------------------ Name: Barbara J. Gould Title: Attorney-in-Fact Dated: April 19, 2001 * Power of attorney, dated as of February 22, 2000, by General Electric Capital Services, Inc., is hereby incorporated by reference to Schedule 13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc. 13 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC COMPANY By: /s/ Barbara J. Gould -------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact Dated: April 19, 2001 * Power of attorney, dated as of February 22, 2000, by General Electric Company is hereby incorporated by reference to Schedule 13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc. 14 SCHEDULE I TO SCHEDULE 13D -------------------------- Filed by GE Capital Equity Investments, Inc. GE Capital Equity Investments, Inc. DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Director - -------- Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Officers - -------- Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Jonathan K. Sprole GE Capital Equity Investments, Inc. Managing Director, General Counsel & Secretary 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. David Janki GE Capital Equity Investments, Inc. Chief Financial Officer 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Mario Mastrantoni GE Capital Equity Investments, Inc. Vice President - Controller 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Barbara J. Gould GE Capital Equity Investments, Inc. Managing Director, Associate General 120 Long Ridge Road Counsel and Assistant Secretary Stamford, CT 06927 Citizenship: U.S.A. Peter J. Muniz GE Capital Equity Investments, Inc. Senior Vice President, Associate 120 Long Ridge Road General Counsel and Assistant Secretary Stamford, CT 06927 Citizenship: U.S.A. Ian Sharpe GE Capital Equity Investments, Inc. Vice President - Taxes 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A.
15 SCHEDULE II TO SCHEDULE 13D --------------------------- Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Board of Directors - ------------------ Nancy E. Barton General Electric Capital Corporation Senior Vice President, 120 Long Ridge Road General Counsel and Secretary Stamford, CT 06927 Citizenship: U.S.A. Francis S. Blake General Electric Company Senior Vice President, 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. David C. Calhoun General Electric Company Senior Vice President 1 Neumann Way GE Aircraft Cincinnati, OH 05215 Engines Citizenship: U.S.A. Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. GE Financial Assurance Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. GE Financial Assurance Michael D. Frazier 6604 W. Broad Street President and Chief Executive Officer Richmond, VA 23230 Citizenship: U.S.A. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 Citizenship: U.S.A. Jeffery R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike Company Fairfield, CT 06431 Citizenship: U.S.A. 16 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street Stamford, CT 06904 Citizenship: U.S.A. Dennis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Senior Vice President, Finance 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation President and Chief Executive Officer 5200 Metcalf Overload Park, KS 66201 Citizenship: U.S.A. Gary M. Reiner General Electric Company Senior Vice President and 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 Citizenship: U.S.A. John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 Citizenship: U.S.A. Keith S. Sherin General Electric Company Senior Vice President, Finance and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 17 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Executive Officers - ------------------ Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road General Counsel and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Robert L. Lewis General Electric Capital Corporation Senior Vice President, 120 Long Ridge Road Structured Finance Group Stamford, CT 06927 Citizenship: U.S.A. Marc J. Saperstein General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Human Resources Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, 201 High Ridge Road Corporate Treasury and Stamford, CT 06927 Global Funding Operation Citizenship: U.S.A.
18 SCHEDULE III TO SCHEDULE 13D ---------------------------- Filed by General Electric Capital Services, Inc. GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. Francis S. Blake General Electric Company Senior Vide President, 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. David C. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way Cincinnati, OH 45215 Citizenship: U.S.A. Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. Michael D. Frazier GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 Citizenship: U.S.A. Jeffrey R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. 19 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street Stamford, CT 06904 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief 5200 Metcalf Executive Officer Overland Park, KS 66204 Citizenship: U.S.A. Gary M. Reiner General Electric Company Senior Vice President and Chief 3135 Easton Turnpike Information Officer Fairfield, CT 06431 Citizenship: U.S.A. John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 Citizenship: U.S.A. Keith S. Sherin General Electric Company Senior Vice President and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Services, Inc Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 20 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Executive Officers - ------------------ Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Services, Chairman and Chief Executive Officer Inc. 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael D. Fraizer GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief 5200 Metcalf Executive Officer Overland Park, KS 66204 Citizenship: U.S.A. James A. Parke General Electric Capital Services, Inc. Executive Vice President and Chief 260 Long Ridge Road Financial Officer Stamford, CT 06927 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Services, Inc. 1 Executive Vice President 600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Services, Inc. Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Services, Inc. Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Services, Inc. Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 21 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Marc. J. Saperstein General Electric Capital Services, Inc. Senior Vice President, Human Resources 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Services, Inc. Senior Vice President, Corporate 201 High Ridge Road Treasury and Global Funding Operation Stamford, CT 06927 Citizenship: U.S.A.
22 SCHEDULE IV TO SCHEDULE 13D --------------------------- Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- J. I. Cash, Jr. Harvard Business School Professor of Business Administration Morgan Hall Graduate School of Business Soldiers Field Road Administration, Harvard University Boston, MA 02163 S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Chairman, Fairfield, CT 06431 General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy A. M. Fudge 555 South Broadway Tarrytown, NY 10591 C. X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief Executive S.A. de C.V. Officer, Kimberly-Clark de Mexico, S.A. de C.V. Jose Luis Lagrange 103, Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico J. R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 A. Jung Avon Products, Inc. President and Chief Executive Officer, 1345 Avenue of the Americas Avon Products, Inc. New York, NY 10105 K. G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive Officer, 375 Park Avenue Invemed Associates, Inc. New York, NY 10152 R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer 309 West 49th Street New York, New York 10019-7316 23 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief Executive Officer, 901 San Antonio Road Sun Microsystems, Inc. Palo Alto, CA 94303-4900 G. G. Michelson Federated Department Stores Former Member of the Board of Directors, 151 West 34th Street Federated Department Stores New York, NY 10001 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 R. S. Penske Penske Corporation Chairman of the Board and President, Penske 13400 Outer Drive Corporation West Detroit, MI 48239-4001 F. H. T. Rhodes Cornell University President Emeritus, Cornell University 3104 Snee Building Ithaca, NY 14853 A. C. Sigler Champion International Corporation Retired Chairman of the Board and CEO and former 1 Champion Plaza Director, Champion International Corporation Stamford, CT 06921 D. A. Warner, III J. P. Morgan & Co., Inc. Chairman of the Board, President, and Chief & Morgan Guaranty Trust Co. Executive Officer, J. P. Morgan & Co. 60 Wall Street Incorporated and Morgan Guaranty Trust Company New York, NY 10260 J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; President and New York, New York 10112 Chief Executive Officer, National Broadcasting Company, Inc. Citizenship ----------- P. Fresco - Italy C. X. Gonzalez - Mexico Andrea Jung - Canada All Others - U.S.A. Executive Officers - ------------------ J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 P. D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 24 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- F. S. Blake General Electric Company Senior Vice President - Corporate Business 3135 Easton Turnpike Development Fairfield, CT 06431 J. R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D. C. Calhoun General Electric Company Senior Vice President - GE Aircraft Engines 1 Neumann Way Cincinnati, OH 05215 W. J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06431 D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Chairman Fairfield, CT 06431 General Electric Capital Services, Inc. Scott C. Donnelly General Electric Company Senior Vice President - Corporate Research and P.O. Box 8 Development Schenectady, NY 12301 Matthew J. Espe General Electric Company Senior Vice President - GE Lighting Nela Park Cleveland, OH 44112 B. W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel and 3135 Easton Turnpike Secretary Fairfield, CT 06431 J. R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 J. M. Hogan General Electric Company Senior Vice President - GE Medical Systems P.O. Box 414 Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - GE Appliances Appliance Park Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - GE Transportation Systems 2901 East Lake Road Erie, PA 16531 R. W. Nelson General Electric Company Vice President - Corporate Financial Planning 3135 Easton Turnpike and Analysis Fairfield, CT 06431 G. M. Reiner General Electric Company Senior Vice President - Chief Information Officer 3135 Easton Turnpike Fairfield, CT 06431 25 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- J. G. Rice General Electric Company Senior Vice President - GE Power Systems 1 River Road Schenectady, NY 12345 G. L. Rogers General Electric Company Senior Vice President - GE Plastics 1 Plastics Avenue Pittsfield, MA 01201 K. S. Sherin General Electric Company Senior Vice President - Finance and Chief 3135 Easton Turnpike Financial Officer Fairfield, CT 06431 L. G. Trotter General Electric Company Senior Vice President - GE Industrial Systems 41 Woodford Avenue Plainville, CT 06062 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; President and New York, New York 10112 Chief Executive Officer, National Broadcasting Company, Inc. All of the above officers are citizens of U.S.A.
26 EXHIBIT INDEX Exhibit No. - ----------- Exhibit 1(a) First Amendment to Purchase Agreement between the Company and GECEI, dated as of April 19, 2001. Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of May 13, 1999* Exhibit 2 Terms, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Transit Group, Inc.* Exhibit 3 Terms, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Transit Group, Inc. Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration Rights Agreement by and among the Company, GECEI, GE Capital and certain other stockholders of the Company, dated as of April 19, 2001. Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI and certain other Stockholders of the Company dated as of May 13, 1999.* Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and other stockholders of the Company dated as of April 19, 2001. Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and certain other stockholders of the Company, dated as of May 13, 1999.* Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and GECEI, dated April 19, 2001. - ------------------------- * Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999. 27 EX-99 2 ex-1a.txt EXHIBIT 1(A) Exhibit 1(a) FIRST AMENDMENT TO PURCHASE AGREEMENT ------------------------------------- This FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment"), dated as of April 19, 2001, by and between Transit Group, Inc., a Florida corporation having an office at 2859 Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339 (the "Company"), and GE Capital Equity Investments, Inc., a Delaware corporation having an office at 120 Long Ridge Road, Stamford, Connecticut 06927 (the "Purchaser"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Company and Purchaser have previously entered into that certain Purchase Agreement dated May 13, 1999 (the "Purchase Agreement") whereby Purchaser acquired 5,000,000 shares of the Company's Series A Convertible Preferred Stock, no par value per share; WHEREAS, Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from Company, upon the terms and conditions hereinafter provided, 400,000 shares of Company's Series B Convertible Preferred Stock, no par value per share, the terms, preferences and limitations of which are set forth in the Certificate of Designations attached as Exhibit "A" hereto (the "Series B Convertible Preferred Stock"); and WHEREAS, the parties hereto desire to amend the Purchase Agreement to provide for the purchase of Series B Convertible Preferred Stock as set forth herein. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: I. The Purchase Agreement is hereby amended to add a new Article II.B. as follows: II.B. The Purchase of Series B Convertible Preferred Stock 2.B.1. Purchase of Series B Convertible Preferred Stock. Subject to the terms and conditions set forth in this Agreement, Purchaser herewith purchases from Company, and Company herewith issues and sells to Purchaser a total of 400,000 shares of its Series B Convertible Preferred Stock (the "Series B Preferred Stock") containing the terms, preferences and limitations set forth in Exhibit "A" to this Agreement, for an aggregate purchase price of $2,000,000, payable in full simultaneously herewith. The Company has herewith delivered to Purchaser a certificate representing the Series B Convertible Preferred Stock purchased by Purchaser registered in such names and in such denominations as Purchaser has requested against delivery by Purchaser of the purchase price therefor by wire transfer of funds to the account of Company. 2.B.2. Use of Proceeds. Company shall use the proceeds of the sale of the Series B Convertible Preferred Stock to provide for its working capital, including repayment of revolving credit indebtedness. II. COVENANTS Section 5.1 of the Purchase Agreement is hereby amended by adding the following subsections to the end of such Section: (l) The Company will not replace or remove its current Chief Financial Officer without Purchaser's consent and with the concurrence of T. Wayne Davis, Chairman of the Board of Directors of the Company. (m) The Company will deliver to Purchaser within twenty (20) days of the end of each calendar month (i) a profit and loss statement, (ii) a balance sheet, (iii) a cash flow statement and (iv) a report on the aging of receivables with respect to each such month. The senior management of the Company shall be available to meet with Purchaser at least once each month at a time and place reasonably acceptable to Purchaser to discuss such reports and statements. (n) The Board of Directors shall have regularly scheduled board meetings no less frequently than monthly. At least one of such scheduled meetings in every fiscal quarter shall be held in person rather than by telephone. (o) The Company shall cause its auditors to complete the audit of the Company's fiscal year ended December 31, 2000 financial statements by no later than June 15, 2001. (p) The Company will deliver to Purchaser, by April 30 of each year, audited financial statements for the fiscal year ending immediately prior to such date, certified by a nationally recognized accounting firm reasonably acceptable to Purchaser. (q) The Company shall use its best efforts to obtain the resignation of any member of the Company's Board of Directors who does not attend any two consecutive board meetings or any three board meetings in a calendar year. III. PURCHASER'S REPRESENTATIONS Purchaser hereby represents and warrants to the Company that the representations and warranties made to the Company in Article III of the Purchase Agreement are true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof. Solely for purposes of this Section III, the term "Convertible Preferred Stock" as used in such representations and warranties shall mean the Series B Convertible Preferred Stock, the term "Closing Date" shall mean the date hereof, and the term "Transaction Documents" shall mean this Amendment, the 2 Certificate of Designations for the Series B Convertible Preferred Stock, the Amendment and Joinder to Registration Rights Agreement between the parties hereto and other holders of the Series B Convertible Preferred Stock of even date herewith, and the Amendment to Stockholders Agreement between the parties hereto of even date herewith. IV. COMPANY'S REPRESENTATIONS AND WARRANTIES Except as set forth in the disclosure schedules to the Purchase Agreement and as set forth on Exhibit "B" hereto, the Company hereby represents and warrants to the Purchaser that the representations and warranties made to Purchaser in Article IV of the Purchase Agreement are true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof. Solely for purposes of this Section IV, the term "Convertible Preferred Stock" as used in such representations and warranties shall mean the Series B Convertible Preferred Stock, the term "Closing Date" shall mean the date hereof, and the term "Transaction Documents" shall mean this Amendment, the Certificate of Designations for the Series B Convertible Preferred Stock, the Amendment and Joinder to Registration Rights Agreement between the parties hereto and other holders of the Series B Convertible Preferred Stock of even date herewith, and the Amendment to Stockholders Agreement between the parties hereto of even date herewith. V. CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS/PLACEMENT FEE. Company and Purchaser hereby acknowledge that currently payable dividends accrued through January 31, 2001 and due to Purchaser in an amount equal to $1.875 million shall be converted into 375,000 shares of the Company's Series B Convertible Preferred Stock. Company and Purchaser hereby acknowledge that simultaneously with the closing of the purchase and sale of the 400,000 shares of Series B Convertible Preferred Stock as contemplated by section 2.B.1 above, the Company will issue to the Purchaser 228,571 shares of Series B Convertible Preferred Stock as a placement fee for no additional cash consideration. VI. SECURITIES LAW MATTERS Purchaser acknowledges receipt of the Company's Confidential Offering Memorandum dated April 6, 2001, as amended. Each certificate representing the Series B Convertible Preferred Stock shall bear a legend substantially in the following form: "THE SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SERIES B CONVERTIBLE PREFERRED STOCK. THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED 3 EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM." VII. SURVIVAL; INDEMNIFICATION 7.1. Survival. All of the representations and warranties made by any party in this Amendment shall survive the purchase and sale of the Series B Convertible Preferred Stock until the second anniversary of the date hereof; provided, however, that (i) the representations and warranties of the Company in Section IV hereof as it relates to Section 4.10 of the Purchase Agreement shall survive until the fourth anniversary of the date hereof and (ii) the representations and warranties of Company in Section IV hereof as it relates to Sections 4.13 and 4.19 of the Purchase Agreement shall survive for their respective statutes of limitations. This provision does not amend or modify the survival periods stated in Section 8.1 of the Purchase Agreement with respect to the representation and warranties of the parties made thereunder. 7.2 Indemnification. Company agrees to indemnify and hold harmless Purchaser and its Affiliates and their respective officers, directors and employees (collectively, the "Indemnified Parties") from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind, other than any special or consequential damages ("Losses"), which may be imposed upon, incurred by or asserted against such Purchaser or such other indemnified Persons in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by Company contained herein or in any certificate or document delivered pursuant hereto or arising out of any Environmental Law applicable to Company or its Subsidiaries or in connection with any third-party claim otherwise relating to or arising out of the transactions contemplated hereby; provided that Company shall have no obligation to an Indemnified Party hereunder with respect to liabilities arising from the gross negligence or willful misconduct of that Indemnified Party as determined by a court of competent jurisdiction. Each Indemnified Party shall, as soon as practicable after receipt of notice of a claim or action against such Indemnified Party in respect of which indemnity may be sought hereunder, notify Company in writing of the claim or action (stating in reasonable detail the facts giving rise to such action); provided that the failure to notify Company shall not relieve Company from any liability which it may have to an Indemnified Party except to the extent that Company was prejudiced by such failure, and in no event shall such failure relieve Company from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, and it shall have notified Company, Company shall be entitled to participate therein, and, to the extent that it wishes, to assume the defense therein, with counsel reasonably satisfactory to the Indemnified Party. After notice to the Indemnified Party from Company of its election to assume the defense of any claim or action, Company shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Company may not without the prior written consent of the Indemnified Party, not to be unreasonably withheld, agree to (i) any settlement of any claim or action indemnifiable hereunder, other than a settlement solely for monetary damages for 4 which Company shall be responsible hereunder or (ii) any remedy or relief which will be applied against the Indemnified Party. In any action hereunder as to which Company has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but Company shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. Company shall only be liable to the Indemnified Parties for any Losses resulting from a breach of representation or warranty (i) if the claim therefor is asserted in writing prior to the end of the applicable survival period as set forth in Section 7.1 hereof; (ii) which exceed an aggregate amount equal to $50,000 and only for such Losses in excess thereof, and (iii) up to an aggregate amount of $1,200,000. VIII. EXPENSES The Company agrees to reimburse Purchaser for all reasonable out-of-pocket expenses of Purchaser (including, without limitation, the reasonable fees and expenses of its counsel) not exceeding $35,000 in connection with the execution of this Amendment, the issuance of the Series B Convertible Preferred Stock and the transactions contemplated hereby. IX. MISCELLANEOUS. The provisions of Article X of the Purchase Agreement shall apply equally to this Amendment, and are incorporated herein by reference. This Amendment and the exhibits hereto, and the Purchase Agreement amended hereby, represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supercede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. Except as specifically amended herein, the Purchase Agreement shall remain in full force and effect. Following the date hereof, any references made hereafter to the Purchase Agreement shall be deemed to mean the Purchase Agreement as amended hereby. IN WITNESS WHEREOF, Company and Purchaser have executed this Amendment as of the day and year first above written. TRANSIT GROUP, INC. By: /s/ Philip A. Belyew ------------------------------------------------ Name: Philip A. Belyew Title: Chief Executive Officer 5 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Patrick H. Dowling ------------------------------------------------ Name: Patrick H. Dowling Title: Managing Director 6 EX-99 3 ex-3.txt EXHIBIT 3 Exhibit 3 TRANSIT GROUP, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF -------------------- Pursuant to Section 607.1004 of the Florida Business Corporation Act -------------------- TRANSIT GROUP, INC. (the "Company"), a corporation organized and existing under the laws of the State of Florida, hereby certifies that pursuant to the provisions of Section 607.1004 of the Florida Business Corporation Act, its Board of Directors, by action taken April 10, 2001, adopted the following resolution, which resolution remains in full force and effect as of the date hereof: WHEREAS, the Board of Directors of the Company is authorized, within the limitations and restrictions stated in the articles of incorporation, to fix by resolution or resolutions the designation of preferred stock and the powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the Florida Business Corporation Act; and WHEREAS, it is the desire of the Board of Directors of the Company, pursuant to its authority as aforesaid, to authorize and fix the terms of the preferred stock to be designated the Series B Convertible Preferred Stock of the Company and the number of shares constituting such preferred stock; NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the Series B Convertible Preferred Stock on the terms and with the provisions herein set forth: TERMS, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES B CONVERTIBLE PREFERRED STOCK of TRANSIT GROUP, INC. The relative rights, preferences, powers, qualifications, limitations and restrictions granted to or imposed upon the Series B Convertible Preferred Stock or the holders thereof are as follows: 1. Definitions. For purposes of this Certificate, the following definitions shall apply: "Board" shall mean the Board of Directors of the Company. "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Common Stock" shall mean the Common Stock, $.01 par value per share, of the Company. "Company" shall mean Transit Group, Inc., a Florida corporation. "Conversion Price" shall mean the amount computed by dividing the Liquidation Preference by the Conversion Ratio. "Conversion Ratio" has the meaning set forth in Section 7 hereof, and shall initially be one hundred (100). "Convertible Preferred Stock" shall refer to shares of Series B Convertible Preferred Stock, no par value per share, of the Company. "Current Market Price," when used with reference to shares of Common Stock or other securities on any date, shall mean the average of the daily market prices for the 10 consecutive Trading Days immediately prior to such date. The daily market price for each such Trading Day shall be (i) the last sale price on such day on the principal stock exchange or NASDAQ Stock Market on which such Common Stock is then listed or admitted to trading, (ii) if no sale takes place on such day on any such exchange or market, the average of the last reported closing bid and asked prices on such day as officially quoted on any such exchange or market, (iii) if the Common Stock is not then listed or admitted to trading on any stock exchange or such market, the average of the last reported closing bid and asked prices on such day in the over-the-counter market, as furnished by NASDAQ or the National 2 Quotation Bureau, Inc., (iv) if neither such corporation at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or (v) if there is no such firm, as furnished by any member of the National Association of Securities Dealers ("NASD") selected mutually by the Required Holders and Company or, if they cannot agree upon such selection, as selected by two such members of the NASD, one of which shall be selected by the Required Holders and one of which shall be selected by Company. "Dividend Rate" shall mean 10.5% per annum. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include reference to the comparable section, if any, of any such similar Federal statute. "Fair Market Value" shall mean the amount which a willing buyer would pay a willing seller in an arm's-length transaction, with neither being under any compulsion to buy or sell. "Fully Diluted Outstanding" shall mean, with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock outstanding at such date and all shares of Common Stock issuable upon the conversion of the Convertible Preferred Stock outstanding on such date, and other options or warrants to purchase, or securities convertible into, shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect from time to time. "Liquidation Preference" shall mean $5.00 per share. "Organic Change" shall mean (A) any sale, lease, exchange or other transfer of all or substantially all of the property and assets of the Company, (B) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, (C) any merger or consolidation to which the Company is a party and which the holders of the voting securities of the Company immediately prior thereto own less than a majority of the outstanding voting securities of the surviving entity immediately following such transaction, or (D) any transaction, other than the conversion of accrued and unpaid dividends into shares of Convertible Preferred Stock as contemplated in Section 3(a) below, following which any Person or group of Persons (as such term is used in Section 13(d) of the Exchange Act) shall beneficially own (as defined in Rule 13d-3 under the Exchange Act) securities of the Company representing 50% or more of the voting securities of the Company then outstanding. For purposes of the 3 preceding sentence, "voting securities" shall mean securities, the holders of which are ordinarily, in the absence of contingencies, entitled to elect the corporate directors (or Persons performing similar functions). "Original Issue Date" shall mean the date of the original issuance of shares of Convertible Preferred Stock. "Permitted Issuances" shall mean issuances of shares of Common Stock (i) upon the exercise or conversion of warrants or convertible securities of the Company outstanding on the Original Issue Date (including the Series A Preferred Stock and the Convertible Preferred Stock), (ii) upon the exercise of employee stock options issued with the approval of the Company's Board of Directors pursuant to Company's current stock option plans, (iii) upon the exercise of options to purchase up to an additional 30,000,000 shares of Common Stock issued with approval of the Company's Board of Directors, and (iv) upon the exercise of options to purchase shares of Common Stock issued to the bank group led by Bank One, N.A., the Company's primary lender, and General Electric Capital Corporation. "Permitted Issuances" shall also include the issuance of Convertible Preferred Stock (i) as a placement fee relating to the purchase of the Convertible Preferred Stock and as a deferral fee to certain members of the Carroll Fulmer family, in an aggregate amount up to 1,100,000 shares, (ii) as a dividend to holders of the Convertible Preferred Stock, and (iii) to holders of the Series A Preferred Stock for dividends accrued prior to January 31, 2001. "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. "Redemption Date" shall mean the date on which any shares of Convertible Preferred Stock are redeemed by the Company. "Redemption Price" has the meaning set forth in Section 6(a) (i) of this Certificate of Designation. "Required Holders" shall mean the holders of at least a majority of the outstanding shares of Convertible Preferred Stock. "Series A Preferred Stock" shall mean the Series A Convertible Preferred Stock, no par value, of the Company. "Subsidiary" of any Person means any corporation or other entity of which a majority of the voting power or the voting equity securities or equity interest is owned, directly or indirectly, by such Person. "Trading Day" shall mean a Business Day or, if the Common Stock is listed or admitted to trading on any national securities exchange or NASDAQ market, a day on which such exchange or market is open for the transaction of business. 4 2. Designation: Number of Shares. The designation of the preferred stock authorized by this resolution shall be "Series B Convertible Preferred Stock" and the number of shares of Convertible Preferred Stock authorized hereby shall be 4,000,000 shares. 3. Dividends. (a) So long as any shares of Convertible Preferred Stock shall be outstanding, the holders of such Convertible Preferred Stock shall be entitled to receive out of any funds legally available therefor, when, as and if declared by the Board of Directors of the Company, preferential dividends in cash at the Dividend Rate on the Liquidation Preference hereunder. Such dividends shall be cumulative and begin to accrue from the Original Issue Date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. Each holder of the Convertible Preferred Stock shall be entitled to convert its accrued and unpaid dividends into additional shares of Convertible Preferred Stock at a price per share of $5.00 (adjusted for stock splits and the like). (b) So long as any shares of Convertible Preferred Stock shall be outstanding, (i) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on account of any Common Stock, and (ii) no shares of Common Stock shall be purchased, redeemed or acquired by the Company and no funds shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof, other than redemptions of shares of Common Stock pursuant to contractual obligations in existence on the Original Issue Date and shares of Series A Preferred Stock and Convertible Preferred Stock. Notwithstanding the foregoing, if the Company has made all dividend payments required by Section 3(a), the Company shall not be prohibited from paying dividends on the Series A Preferred Stock. 4. Liquidation Rights of Convertible Preferred Stock. (a) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any shares of Common Stock or any share of Series A Preferred Stock or any other class or series of the Company's preferred stock ranking junior to the Convertible Preferred Stock with respect to the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the Company, for each share of Convertible Preferred Stock, an amount equal to the Liquidation Preference plus all declared or accrued and unpaid dividends in respect of any liquidation, dissolution or winding up consummated. (b) If upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of Convertible Preferred Stock shall be insufficient to permit 5 the payment to such stockholders of the full preferential amounts aforesaid, then the entire assets of the Company to be distributed shall be distributed ratably among the holders of Convertible Preferred Stock, based on the full preferential amounts for the number of shares of Convertible Preferred Stock held by each holder. (c) After payment to the holders of Convertible Preferred Stock of the amounts set forth in Section 4(a) hereof, the entire remaining assets and funds of the Company legally available for distribution, if any, shall be distributed among the holders of any Company stock entitled to a preference over the Common Stock in accordance with the terms thereof and, thereafter, to the holders of Common Stock, in which distribution the holders of Convertible Preferred Stock and Series A Preferred Stock shall participate on an as if converted basis. (d) If there is an Organic Change of the type referred to in clauses (a) or (c) of the definition of Organic Change, then such transaction shall be deemed a liquidation for purposes of distributions to stockholders of the consideration received in such transaction; provided, however, that solely for the purposes of this Section 4(d), an Organic Change of the type referred to in such clause (c) shall not be deemed a liquidation for purposes of this Section 4(d) if, immediately after consummation of the Organic Change, the stockholders of Company (as determined immediately prior to such Organic Change) own at least 35% of the voting capital stock of the surviving entity. 5. Voting Rights. In addition to any voting rights provided by law, the holders of shares of Convertible Preferred Stock shall have the following voting rights: (a) So long as any of the Convertible Preferred Stock is outstanding, each share of Convertible Preferred Stock shall entitle the holder thereof to vote on all matters voted on by the holders of Common Stock, voting together as a single and not separate class with other shares entitled to vote at all meetings of the stockholders of the Company. With respect to any such vote, each share of Convertible Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of the number of shares of Common Stock of the Company into which such share of Convertible Preferred Stock is convertible on the record date for such vote. (b) The affirmative vote of the Required Holders, voting together as a class, in person or by proxy, at a special or annual meeting of stockholders called for the purpose, or pursuant to a written consent of stockholders shall be necessary to (i) authorize, adopt or approve an amendment to the articles of incorporation of the Company which would alter or change in any manner the terms, powers, preferences or special rights of the shares of Convertible Preferred Stock or grant waivers thereof, or which would otherwise adversely affect the rights of the Convertible Preferred Stock, provided that no such modification or amendment may, 6 without the consent of each holder of Convertible Preferred Stock affected thereby, (A) change the redemption date of the Convertible Preferred Stock; (B) raise the Conversion Price or reduce the Liquidation Preference, Dividend Rate or Redemption Price of the Convertible Preferred Stock; (C) adversely affect any of the conversion features of the Convertible Preferred Stock set forth in Section 7 hereof; or (D) reduce the percentage of outstanding Convertible Preferred Stock necessary to modify or amend the terms thereof or to grant waivers thereof; or (ii) issue any shares of the capital stock of the Company ranking senior to, or pari passu with (either as to dividends or upon voluntary or involuntary liquidation, dissolution or winding up) the Convertible Preferred Stock, or issue any securities convertible into or exchangeable for such shares, except shares of Common Stock. This provision is not intended to limit the right of the Company to increase the number of authorized shares of Convertible Preferred Stock as may be necessary for the Company to fulfill its obligations in the event that dividends accrued on the Convertible Preferred Stock are converted into additional shares of Convertible Preferred Stock pursuant to Section 3(a) hereof. (c) The foregoing rights of holders of shares of Convertible Preferred Stock to take any actions as provided in this Section 5 may be exercised at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose as hereinafter provided or at any adjournment thereof or pursuant to any written consent of stockholders. 6. Redemption of Convertible Preferred Stock. (a) Upon at least thirty (30) Business Days prior written notice to the Company by any of the holders of the Convertible Preferred Stock (the "Redemption Notice"), which written notice may not be sent for a redemption prior to fifty-four months from the Original Issue Date, the Company shall redeem, at the redemption price equal to the sum of the Liquidation Preference per share plus an amount equal to the accrued and unpaid dividends per share of Convertible Preferred Stock to be redeemed (the "Redemption Price"), the number of shares of Convertible Preferred Stock specified in such notice, up to one-third of the shares issued on the Original Issue Date if the Redemption Notice is given for a redemption on or after fifty-four months from the Original Issue Date, up to two-thirds of such amount if given for a redemption on or after sixty-six months from the Original Issue Date and up to all such shares if given for a redemption on or after seventy-eight months from the Original Issue Date and for a period of one year thereafter. If the Required Holders so elect, on or after seventy-eight months from the Original Issue Date but before ninety months from the Original Issue Date or at any time upon the occurrence of an Organic Change, the Company shall redeem all of the outstanding shares of Convertible Preferred Stock; provided, however, that solely for the purposes of this Section 6(a), an Organic Change of the type referred to in clause (c) of the definition of Organic Change shall not be deemed an Organic Change for purposes of this Section 6(a) if, immediately after consummation of the Organic 7 Change, the stockholders of Company (as determined immediately prior to such Organic Change) own at least 35% of the voting capital stock of the surviving entity. Such redemption rights shall expire ninety months from the Original Issue Date, except upon the occurrence of an Organic Change. (b) Upon receipt of a Redemption Notice, the Company shall fix a date for redemption (the "Redemption Date"), which shall be no later than thirty (30) Business Days after the date of the Redemption Notice. Within five (5) business days following receipt of any Redemption Notice, the Company shall notify each other holder of record of shares of Convertible Preferred Stock and Series A Preferred Stock which has not made a redemption request at such time, specifying the name of the holder or holders who have given the Redemption Notice and the number of shares covered by such request. Each other holder shall then have a period of fifteen (15) Business Days following the date of such notice from the Company in which to provide to the Company a Redemption Notice in order for the Company to simultaneously redeem their shares of Convertible Preferred Stock and Series A Preferred Stock which are then subject to redemption. The redemption of any shares of Series A Preferred Stock will be made pursuant to the terms set forth in the Certificate of Designations with respect thereto. Each holder of Convertible Preferred Stock who has given the Company a Redemption Notice shall surrender the certificate or certificates representing such shares of Convertible Preferred Stock to the Company, duly endorsed for transfer in the manner and at the place designated by the Company in a notice to the redeeming holders, and thereupon the Redemption Price for such shares shall be payable in cash on the Redemption Date to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (c) Unless the Company defaults in the payment in full of the Redemption Price, dividends on the Convertible Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and the holders of such shares redeemed shall cease to have any further rights with respect thereto on the Redemption Date, other than to receive the Redemption Price without interest. (d) If, at the time of any redemption pursuant to this Section 6, the funds of the Company legally available for redemption of Convertible Preferred Stock are insufficient to redeem the number of shares required to be redeemed, those funds which are legally available shall be used to redeem the maximum possible number of such shares, pro rata based upon the number of shares to be redeemed. At any time thereafter when additional funds of the Company become legally available for the redemption of Convertible Preferred Stock, such funds shall immediately be used to redeem the balance of the shares of Convertible Preferred Stock which the Company has become obligated to redeem pursuant to this subparagraph, but which it has not redeemed. (e) The Company may not otherwise redeem or repurchase the Convertible Preferred Stock. 8 (f) Notwithstanding anything to the contrary herein, the rights granted under this Section 6 shall be superior to the redemption rights of the holders of any other class of stock, including the Series A Preferred Stock. The available funds of the Company shall first be used to satisfy any redemption request made by the holders of Convertible Preferred Stock pursuant to this Section 6. Any funds available after satisfaction in full of the redemption rights of the holders of the Convertible Preferred Stock shall be available for the redemption of such other classes of the Company's stock. 7. Conversion. (a) Subject to the provisions for adjustment hereinafter set forth, each share of Convertible Preferred Stock shall be convertible at any time after the earlier of (i) the ninetieth (90th) day following the Original Issue Date or (ii) the effective date of an amendment to the Articles of Incorporation of the Company increasing the number of authorized shares of Common Stock to 500,000,000 and from time to time thereafter, at the option of the holder thereof (such conversion, an "Optional Conversion") into fully paid and nonassessable shares of Common Stock. The number of shares of Common Stock deliverable upon conversion of a share of Convertible Preferred Stock, adjusted as hereinafter provided, is referred to herein as the "Conversion Ratio." The Conversion Ratio shall initially be one hundred (100), subject to adjustment from time to time pursuant to paragraph (f) of this Section 7. No fractional shares shall be issued upon the conversion of any shares of Convertible Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Convertible Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the Current Market Price of such fraction on the date of conversion. (b) (i) An Optional Conversion of the Convertible Preferred Stock may be effected by any such holder upon the surrender to the Company at the principal office of the Company of the certificate for such Convertible Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified number of such shares (which may be fractional shares) in accordance with the provisions of this Section 7 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. Upon an Optional Conversion of any shares of Convertible Preferred Stock, dividends on the Convertible Preferred Stock so converted shall cease to accumulate, and the Company shall pay the holder thereof all accrued and unpaid dividends owing in respect of such shares so converted, which dividends shall be paid when declared by the Board, or may be converted into additional shares of Convertible Preferred Stock at the holder's election as provided in Section 3(a) above. (ii) In case the written notice specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Company will 9 pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Convertible Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that such taxes have been paid), the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Convertible Preferred Stock being converted shall be entitled and (ii) if less than the full number of shares of Convertible Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. (iii) In the case of an Optional Conversion, such conversion shall be deemed to have been made at the close of business on the date of giving the written notice referred to in the first sentence of (b)(i) above and of such surrender of the certificate or certificates representing the shares of Convertible Preferred Stock to be converted so that the rights of the holder thereof as to the shares being converted shall cease except for the right to accrued dividends as set forth in Section (b) (ii) above and the right to receive shares of Common Stock in accordance herewith, and the person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) In case any shares of Convertible Preferred Stock are to be redeemed pursuant to Section 6, all rights of conversion shall cease and terminate as to the shares of Convertible Preferred Stock to be redeemed at the close of business on the Business Day next preceding the date fixed for redemption unless the Company shall default in the payment of the Redemption Price. (d) The Conversion Ratio shall be subject to adjustment from time to time in certain instances as hereinafter provided. (e) The Company shall at all times reserve, and keep available for issuance upon the conversion of the Convertible Preferred Stock, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Convertible Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Convertible Preferred Stock. 10 (f) The Conversion Ratio will be subject to adjustment from time to time as follows: (i) In case the Company shall at any time or from time to time after the Original Issue Date (A) pay a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such case, the Conversion Ratio in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Convertible Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. No adjustment shall be made pursuant to this clause (i) in connection with any transaction to which paragraph (g) applies. (ii) In case the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock) after the Original Issue Date, other than issuances covered by clause (i) above and Permitted Issuances, at a price per share (or having an exercise, conversion or exchange price per share) less than the Conversion Price as of the date of issuance of such shares or of such rights, warrants or other convertible or exchangeable securities, then, and in each such case, the Conversion Price shall be reduced (but not increased) to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Fully Diluted Outstanding Common Stock outstanding immediately prior to such issue multiplied by the then existing Conversion Price, plus (y) the consideration, if any, received by Company upon such issue, by (B) the total number of shares of Fully Diluted Outstanding Common Stock outstanding immediately after such issue or sale. The Conversion Ratio shall be adjusted to equal the Liquidation Preference divided by the Conversion Price. For the purpose of determining the consideration received by the Company upon any such issue pursuant to clause (y) above, if the consideration received by the Company is other than cash, its value will be deemed its Fair Market Value, as determined in good faith by the Board of Directors of the Company. 11 (iii) An adjustment made pursuant to clause (ii) above shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of clause (ii), the aggregate consideration received by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other securities exchangeable or convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price of all such Common Stock and such rights, warrants, or other exchangeable or convertible securities plus the minimum aggregate amount, if any, receivable upon exchange or conversion of any such exchangeable or convertible securities into shares of Common Stock. (iv) In case the Company shall at any time or from time to time after the Original Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph (f), then, and in each such case, the Conversion Ratio shall be adjusted so that the holder of each share of Convertible Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable Conversion Ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the Current Market Price per share of Common Stock at such record date, and the denominator of which shall be such Current Market Price per share of Common Stock less the Fair Market Value of such dividend or distribution per share of Common Stock. No adjustment shall be made pursuant to this clause (v) in connection with any transaction to which paragraph (g) applies. (v) For purposes of this paragraph (f), the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company or any of its subsidiaries. (vi) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the number of shares of Common Stock issuable upon exercise of the right of conversion granted by this paragraph (f) or in the Conversion Ratio then in effect shall be required by reason of the taking of such record. (vii) Anything in this paragraph (f) to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Conversion Ratio unless and until the net effect of one or more adjustments (each of which shall be carried 12 forward), determined as above provided, shall have resulted in a change of the Conversion Ratio by at least one-tenth of one share of Common Stock, and when the cumulative net effect of more than one adjustment so determined shall be to change the Conversion Ratio by at least one-tenth of one share of Common Stock, such change in Conversion Ratio shall thereupon be given effect. (viii) If any option or warrant expires or is cancelled without having been exercised, then, for the purposes of the adjustments set forth above, such option or warrant shall have been deemed not to have been issued and the Conversion Ratio shall be adjusted accordingly. No holder of Common Stock which was previously issued upon conversion of Convertible Preferred Stock shall have any obligation to redeem or cancel any such shares of Common Stock as a result of the operation of this paragraph (viii). (g) In case of any Organic Change (or any other merger or consolidation to which the Company is a party, which for purposes of this paragraph (g) shall be deemed an Organic Change), each share of Convertible Preferred Stock then outstanding, other than those shares to be redeemed pursuant to Section 6 hereof, shall thereafter be convertible into, in lieu of the Common Stock issuable upon such conversion prior to consummation of such Organic Change, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Organic Change by a holder of that number of shares of Common Stock into which one share of Convertible Preferred Stock was convertible immediately prior to such Organic Change (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Organic Change). In case securities or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Section 7 shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or property. (h) In case at any time or from time to time the Company shall pay any stock dividend or make any other non-cash distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Company or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases, the Company shall give at least 20 days' prior written notice to the registered holders of the Convertible Preferred Stock at the addresses of each as shown on the books of the Company as of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as 13 the case may be, provided that in the case of any Organic Change to which paragraph (g) applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. 8. Reports as to Adjustments. Upon any adjustment of the Conversion Ratio then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 7, then, and in each such case, the Company shall promptly deliver to each holder of the Convertible Preferred Stock, a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion granted by Section 7, and shall set forth in reasonable detail the method of calculation of each and a brief statement of the facts requiring such adjustment. Where appropriate, such notice to holders of the Convertible Preferred Stock may be given in advance. 9. Certain Covenants. Any registered holder of Convertible Preferred Stock may proceed to protect and enforce its rights and the rights of such holders by any available remedy by proceeding at law or in equity to protect and enforce any such rights, whether for the specific enforcement of any provision in this Certificate of Designation or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 10. No Reissuance of Preferred Stock. No Convertible Preferred Stock acquired by the Company by reason of redemption, purchase, or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Company shall be authorized to issue. 11. Notices. All notices to the Company permitted hereunder shall be personally delivered or sent by first class mail, postage prepaid, addressed to its principal office located at 2859 Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339, or to such other address at which its principal office is located and as to which notice thereof is similarly given to the holders of the Convertible Preferred Stock at their addresses appearing on the books of the Company. [EXECUTION SET FORTH ON THE FOLLOWING PAGE] 14 IN WITNESS WHEREOF, TRANSIT GROUP, INC. has caused this Certificate to be signed by its President and Secretary, respectively, on this 10th day of April, 2001. /s/ PHILIP A. BELYEW ----------------------------- PHILIP A. BELYEW, President /s/ JAMES G. OVERLEY ----------------------------- JAMES G. OVERLEY, Secretary 15 EX-99 4 ex-4a.txt EXHIBIT 4(A) Exhibit 4(a) AMENDMENT AND JOINDER TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of the 19th day of April, 2001 by and among Transit Group, Inc., a Florida corporation (the "Company"), the holders of Series A Preferred Stock, no par value per share, of the Company (the "Series A Holders") and all of the holders of Series B Preferred Stock, no par value per share, of the Company, (the "Series B Holders" and together with the Series A Holders, the "Stockholders"). WHEREAS, the Company sold 5,000,000 shares of its Series A Preferred Stock, no par value per share ("Series A Preferred"), to the Series A Holders pursuant to the terms of that certain Stock Purchase Agreement by and between the Company and the Series A Holders dated May 13, 1999 (the "Series A Agreement"); and WHEREAS, the Company desires to sell up to 1,870,000 shares of its Series B Preferred Stock (the "Series B Preferred") to the Series B Holders, and the Series B Holders desire to purchase the Series B Preferred, and the Company desires to issue up to 1,100,000 shares of Series B Preferred as a placement or deferral fee in connection therewith; and WHEREAS, the Series A Holders and the Company are parties to that certain Registration Rights Agreement by and among the Company and the Series A Holder dated May 13, 1999, attached hereto as Exhibit A (the "Registration Rights Agreement"); and WHEREAS, the parties to the Registration Rights Agreement desire for certain of the terms and conditions of the Registration Rights Agreement to apply to the Series B Preferred, subject to the amendments set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Registration Rights Agreement as follows: 1. Upon the issuance of the Series B Preferred to the Series B Holders, the term "Convertible Preferred Stock" shall be amended to include the Company's Series B Preferred Stock, no par value per share. 2. Upon issuance of the Series B Preferred to the Series B Holders, the definition of "Registrable Securities" shall be deleted and replaced with the following: "Registrable Securities" shall mean the shares of Common Stock from time to time issued or issuable to (x) the holders of Convertible Preferred Stock (i) upon the conversion thereof or (ii) hereafter acquired by a Holder as a dividend or other distribution with respect to, or in exchange or replacement of, the securities referred to in subsection (i) or which it hereafter obtains the right to acquire pursuant to the terms of the Stockholders Agreement or otherwise, and (y) General Electric Capital Corporation upon exercise of its option to purchase Common Stock pursuant to that certain Forebearance Restructuring Agreement dated on or about the date hereof. 3. The following provision shall be added to the end of Section 2: "The Company hereby agrees to use its best efforts to file a Registration Statement for the Common Stock issuable upon conversion of the Series B Preferred with the Commission within ninety (90) days of the date hereof and to cause such Registration Statement to become effective within ninety (90) days of such filing date, to remain effective until April 19, 2002. The Company may include in the registration under this Section 2: (i) any authorized but unissued shares of Common Stock for sale by the Company; (ii) any shares of its Common Stock held by employees, consultants, directors or other advisers of the Company; and (iii) any shares of its Common Stock held by shareholders having the right to require such registration, provided that in the event that such offering is underwritten and the underwriters advise the Company that a reduction in the number of offered shares is necessary to successfully market such offering, then the shares of stock offered by the Company and any other selling shareholder shall be eliminated before reducing the number of shares of Series B Preferred included therein." 3. The parties hereto expressly acknowledge and agree that this Agreement shall be for the benefit of all Holders irrespective of whether they have executed a counterpart signature page hereto. 4. Except as expressly set forth in this Amendment, the Registration Rights Agreement is ratified and confirmed, shall remain in full force and effect and shall not be altered, amended or modified. 5. This Agreement may be executed in counterparts, all of which taken together shall constitute one in the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above. TRANSIT GROUP, INC. By: /s/ Philip A. Belyew ------------------------------------------- Philip A. Belyew, CEO GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Patrick H. Dowling ------------------------------------------- Patrick H. Dowling, Managing Director /s/ T. Wayne Davis ------------------------------------------- T. Wayne Davis 2 The ECD Trust /s/ T. Wayne Davis ------------------------------------------- By: T. Wayne Davis, Trustee GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould --------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager 3 EX-99 5 ex-5a.txt EXHIBIT 5(A) Exhibit 5(a) AMENDMENT TO STOCKHOLDERS AGREEMENT THIS AGREEMENT is made as of the 19th day of April, 2001 by and among Transit Group, Inc., a Florida corporation (the "Company"), those holders of Series B Preferred Stock, no par value per share, of the Company (the "Series B Stock") and common stock of the Company set forth on Annex I hereto (individually, a "Stockholder and collectively, the "Stockholders"). WHEREAS, the Company and the Stockholders entered into that certain Stockholders Agreement dated as of May 13, 1999 (the "Stockholders Agreement") in connection with the sale by the Company of 5,000,000 shares of its Series A Preferred Stock, no par value per share ("Series A Stock"), to GE Capital Equity Investments, Inc. (the "Purchaser") pursuant to the terms of that certain Stock Purchase Agreement by and between the Company and the Purchaser dated May 13, 1999 (the "Series A Agreement"); and WHEREAS, the Company has issued to General Electric Capital Corporation an option to purchase shares of the Company's Common Stock (the "Option"); and WHEREAS, the parties to the Stockholders Agreement desire for certain of the terms and conditions of the Stockholders Agreement to apply to the Series B Stock and the common stock underlying the Option, subject to the amendments set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Stockholders Agreement as follows: 1. Upon the consummation of the sale of the Series B Stock to the Stockholders, the definition of "Convertible Preferred Stock" shall mean the Series A Convertible Preferred Stock, no par value, of the Company and the Series B Convertible Preferred Stock, no par value, of the Company. 2. Upon the issuance of the Option, the term "Stock" shall be deemed to include shares of Common Stock issuable upon exercise of the Option in accordance with the terms thereof. 3. Except as expressly set forth in this Amendment, the Stockholders Agreement is ratified and confirmed, shall remain in full force and effect and shall not be altered, amended or modified. 4. This Agreement may be executed in counterparts, all of which taken together shall constitute one in the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above. TRANSIT GROUP, INC. By: /s/ Philip A. Belyew ------------------------------------------ Philip A. Belyew, CEO GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Patrick H. Dowling ------------------------------------------ Patrick H. Dowling, Managing Director /s/ T. Wayne Davis ----------------------------------- T. WAYNE DAVIS /s/ Philip A. Belyew ----------------------------------- PHILIP A. BELYEW GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager 2 ANNEX I
STOCKHOLDERS/PURCHASER CLASS OF SECURITIES NUMBER OF SHARES - ---------------------- ------------------- ---------------- G E CAPITAL EQUITY INVESTMENTS, INC. Series A Stock ________ 120 Long Ridge Road Stamford, Connecticut 06927 Series B Stock ________ Attn: GE Equity Group-Transit Telecopy No. (203) 357-6426 with copies to: General Electric Capital Corporation 120 Long Ridge Road Stamford, Connecticut 06927 Attn: GE Equity Group Legal Counsel Telecopy No. (203) 357-3047 and Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attn: Ted S. Waksman, Esq. Telecopy No. (212) 310-8007 T. WAYNE DAVIS Common Stock _________ 1910 San Marco Blvd. Jacksonville, Florida 32207 Series B Stock _________ Telecopy No. ____________ PHILIP A. BELYEW Common Stock _________ Suite 1740 2859 Paces Ferry Road Series B Stock _________ Atlanta, Georgia 30339 Telecopy No:____________
3 EX-99 6 ex-6.txt EXHIBIT 6 Exhibit 6 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $.01 per share, of Transit Group, Inc. is being filed on behalf of each of the undersigned under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: April 19, 2001 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould -------------------------------------------- Barbara J. Gould, Managing Director, Associate General Counsel and Assistant Secretary GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould -------------------------------------------- Barbara J. Gould, Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould * -------------------------------------------- Barbara J, Gould , Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Barbara J. Gould * -------------------------------------------- Barbara J. Gould, Attorney-in-Fact * Powers of attorney, each dated as of February 22, 2000, by General Electric Capital Services, Inc. and General Electric Company, respectively, are hereby incorporated by reference to Schedule 13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc. -----END PRIVACY-ENHANCED MESSAGE-----