8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




       Date of Report (Date of earliest event reported): December 6, 1999
                                                         ----------------



                  PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
                  --------------------------------------------
                            (Exact name of registrant
                          as specified in its charter)




      Georgia                     000-22571                    58-1915632
- --------------------------------------------------------------------------------
  (State or other                (Commission                (I.R.S. Employer
  jurisdiction of                File Number)               Identification No.)
  incorporation)




  1950 Spectrum Circle, Suite B-100, Marietta, Georgia            30067
- --------------------------------------------------------------------------------
      (Address of principal executive offices)                    (Zip Code)




    Registrant's telephone number, including area code: (678) 264-0400
                                                       ---------------




         (Former name or former address, if changed since last report.)


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ITEM 1.    CHANGES IN CONTROL OF REGISTRANT.

                  On December 3, 1999, Dennis A. Bakal, the Chief Executive
Officer and President of Professional Transportation Group Ltd., Inc., a Georgia
corporation (the "Company"), entered into an agreement with Logistics
Management, L.L.C., a Kentucky limited liability company under which Mr. Bakal
sold to Logistics all 2.5 million shares of common stock owned by him. The
purchase comprises approximately 56% of the outstanding voting shares of the
Company. The purchase price was $3 million and is evidenced by a promissory note
from Logistics Management to Mr. Bakal, due on January 4, 2000. Interest on the
note accrues at a rate of 9 5/8% per annum. Payment of the note is payable at
Logistics Management's option in cash or by returning the shares to Mr. Bakal.
As a separate transaction, Logistics Management lent Mr. Bakal $500,000, which
funds were to be contributed as capital to the Company. This loan is secured by
a pledge of 1,230,769 shares of the shares that were a part of this transaction.
If payment of the $3 million note is in cash, the $500,000 note is forgiven.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL SCHEDULES AND EXHIBITS.

(c)  Exhibits.

         1.1      Securities Purchase Agreement, dated as of December 3, 1999,
                  between Logistics Management, L.L.C., Dennis A. Bakal and
                  Professional Transportation Group Ltd., Inc.

         99.1     Press Release, dated December 7, 1999.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            PROFESSIONAL TRANSPORTATION GROUP
                                            LTD., INC.


                                            By:  /s/ Dennis A. Bakal
                                               --------------------------------
                                                 Dennis A. Bakal
                                                 Chief Executive Officer
Dated:  December 20, 1999


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                                  EXHIBIT INDEX


      Exhibit
       Number                        Exhibit Name
       ------                        ------------

         1.1      Securities Purchase Agreement, dated as of December 3, 1999,
                  between Logistics Management, L.L.C., Dennis A. Bakal and
                  Professional Transportation Group Ltd., Inc.

         99.1     Press Release, dated December 7, 1999.

EX-1.1

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                                                                     EXHIBIT 1.1

                          SECURITIES PURCHASE AGREEMENT

         SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December
3, 1999, between LOGISTICS MANAGEMENT, LLC, a limited liability company
organized under the laws of the State of Kentucky (the "PURCHASER"),
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. (the "CORPORATION") and DENNIS
BAKAL, an individual who is the Chief Executive Officer of the Corporation (the
"SELLER").

         A. The Seller desires to sell, and the Purchaser desires to purchase,
upon the terms and conditions stated in this Agreement, 2,500,000 shares of the
Seller's Common Stock ("Common Stock Shares") and all of his options and
warrants to purchase securities of the Corporation (collectively, the "SHARES").

         B. The Purchaser desires to lend to Seller and Seller desires to borrow
from Purchaser the sum of $500,000 pursuant to a promissory note in the form
attached as Exhibit A hereto (the "Seller Note").

         C. Seller shall use the proceeds from the Note to make a capital
contribution (the "Capital Contribution") to the Corporation.

         NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is acknowledged the Corporation and the Purchaser hereby agree as follows:

1.       PURCHASE AND SALE OF SHARES; ISSUANCE OF SELLER NOTE.

         (a) Purchase of Shares and Closing. On the date of the Closing, the
Purchaser shall purchase from the Seller and the Seller shall sell to Purchaser
the Shares for an aggregate purchase price of $3,000,000 (the "Purchase Price").
The Purchase Price shall be paid by the execution and delivery of a Promissory
Note in the form attached as Exhibit B hereto and cancellation of the Seller
Note in accordance with the terms thereof. In addition to the Purchase Price,
the Purchaser shall deliver to the Seller shares of U.S. Trucking, Inc. in a
dollar amount equivalent to any federal or state income taxes actually incurred
by the Seller with respect to collections on the Promissory Note, but not to
exceed $600,000. Such additional consideration shall be delivered to the Seller
within 30 days from the date the Seller furnishes the Purchaser with a true and
complete copy of his tax return(s) reflecting such taxes.

         (b) Closing Date. The Seller shall deliver to Purchaser physical
certificates representing the Shares. Seller shall deliver to Purchaser
certificates or agreements, duly endorsed or otherwise with enforceable
instruments of transfer, for all options and warrants which constitute Shares.

         (c) Seller Note. On the date hereof Purchaser shall lend to Seller and
Seller shall borrow from Purchaser the sum of $500,000 pursuant to the Seller
Note.




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2.       PURCHASERS' REPRESENTATIONS AND WARRANTIES

         The Purchaser represents and warrants to the Seller and the Corporation
as follows:

         (a) Authorization; Enforcement. This Agreement has been duly authorized
and has been validly authorized, executed and delivered on behalf of Purchaser
and is a valid and binding agreement of Purchaser enforceable against Purchaser
in accordance with its terms.

         (b) Residency. Purchaser is a resident of the jurisdiction set forth
under Purchaser's name on the Execution Page hereto executed by Purchaser.

3.       REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.

         The Corporation represents and warrants to Purchaser as follows:

         (a) Organization and Qualification. The Corporation and each of its
subsidiaries is a corporation duly organized and existing in good standing under
the laws of the jurisdiction in which it is incorporated, and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. The Corporation and each of its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it
makes such qualification necessary and where the failure so to qualify would
have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any material
adverse effect on (i) the Shares, (ii) the ability of the Corporation to perform
its obligations hereunder or (iii) the business, operations, properties,
prospects or financial condition of the Corporation and its subsidiaries, taken
as a whole.

         (b) Stockholder Authorization. Neither the execution, delivery or
performance of this Agreement, nor the consummation by it of the transactions
contemplated hereby or thereby requires any consent, approval or authorization
of the Corporation's stockholders.

         (c) No Conflicts. The execution, delivery and performance of this
Agreement, and the consummation by the Corporation of the transactions
contemplated hereby and thereby will not (i) result in a violation of the
Articles of Incorporation or By-laws or (ii) conflict with, or constitute a
default (or an event which, with notice or lapse of time or both, would become a
default) under, or give to others any rights of termination, amendment
(including, without limitation, the triggering of any anti-dilution provisions),
acceleration or cancellation of, any agreement, indenture or instrument to which
the Corporation or any of its subsidiaries is a party, or result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and rules or regulations of any
self-regulatory organizations to which either the Corporation or its Shares are
subject) applicable to the Corporation or any of its subsidiaries or by which
any property or asset of the Corporation or any of its subsidiaries is bound or
affected (except, with respect to clause (ii),

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for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations that would not, individually or in the aggregate,
have a Material Adverse Effect).

         (d) SEC Documents, Financial Statements. Since December 31, 1998, the
Corporation has timely filed (within applicable extension periods) all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT") (all of the foregoing and all exhibits
included therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to herein as the
"SEC DOCUMENTS"). The Corporation has delivered to the Purchaser true and
complete copies of the SEC Documents. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the
Exchange Act, and the rules and regulations of the United Securities Exchange
Commission (the "SEC") promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of the statements made in any such SEC Documents is, or has
been, required to be amended or updated under applicable law (except for such
statements as have been amended or updated in subsequent filings made prior to
the date hereof). As of their respective dates, the financial statements of the
Corporation included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC applicable with respect thereto. Such financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles ("GAAP"), consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed or summary
statements), and fairly present in all material respects the consolidated
financial position of the Corporation and its consolidated subsidiaries as of
the dates thereof and the consolidated results of their operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to immaterial year-end audit adjustments). Except as set forth in the financial
statements of the Corporation included in the SEC Documents filed prior to the
date hereof, the Corporation has no liabilities, contingent or otherwise, other
than (i) liabilities incurred in the ordinary course of business subsequent to
the date of such financial statements, (ii) liabilities not required by GAAP to
be disclosed on a balance sheet prepared in accordance with GAAP, and (iii)
obligations under contracts and commitments incurred in the ordinary course of
business and not required under GAAP to be reflected in such financial
statements, which liabilities and obligations referred to in clauses (i), (ii)
and (iii), individually or in the aggregate, are not material to the financial
condition or operating results of the Corporation. Neither the Corporation nor
any of its subsidiaries or any of their officers, directors, employees or agents
have provided the Purchaser with any material, nonpublic information.

         (e) Absence of Certain Changes. Since December 31, 1998, there has been
no material adverse change and no material adverse development in the business,
properties, operations, financial condition or results of operations of the
Corporation and its subsidiaries, taken as a whole.

                                      -3-

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         (f) Disclosure. All information relating to or concerning the
Corporation set forth in this Agreement or provided to the Purchaser in
connection with the transactions contemplated hereby is true and correct in all
material respects and the Corporation has not omitted to state any material fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under which they were made, not misleading. No event or
circumstance has occurred or exists with respect to the Corporation or its
subsidiaries or their respective businesses, properties, operations or financial
conditions, which has not been publicly disclosed but, under applicable law,
rule or regulation, would be required to be disclosed by the Corporation in a
registration statement filed on the date hereof by the Corporation under the
Securities Act of 1933 with respect to the primary issuance of the Corporation's
Shares.

         (g) No Brokers. Except for a fee of $90,000 payable to Dominick and
Dominick, LLC, the Corporation has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the Purchaser relating to this Agreement or the transactions contemplated
hereby.

3A.      Representations and Warranties of the Seller.

         The Seller represents and warrants to Purchaser as follows:

         (a) Ownership of Shares. The Seller represents and warrants that the
Common Stock Shares constitute at least 55.8% of the issued and outstanding
common stock of the Corporation. The Seller further represents that he owns the
Shares free and clear of all liens, claims and encumbrances of any kind and
nature, has full power and authority to enter into this Agreement and consummate
the transactions contemplated hereby, that, upon transfer of the Shares by
Seller to Purchaser, Purchaser shall have good, valid and marketable title in
and to the Shares, and that the transfer of the Shares by Seller to Purchaser
will not violate any law, rule, regulation, contract, agreement, indenture or
instrument applicable to the Seller or by which the Seller is bound. The Seller
represents and warrants that the Shares have been held by Seller for more than 2
years.

4.       COVENANTS.

         (a) Reporting Status. So long as the Purchaser beneficially owns any of
the Shares, the Corporation shall timely file all reports required to be filed
with the SEC pursuant to the Exchange Act, and the Corporation shall not
terminate its status as an issuer required to file reports under the Exchange
Act even if the Exchange Act or the rules and regulations thereunder would
permit such termination.

         (b) Use of Proceeds. The proceeds from the Capital Contribution shall
be used by the Corporation for working capital.

                                      -4-

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         (c) Expenses. Except as otherwise provided herein, each party hereto
shall be responsible for its own expenses incurred in connection with the
negotiation, preparation, execution, delivery and performance of this Agreement
and the other agreements to be executed in connection herewith.


         (d) Board Rights. The Corporation and Seller agree to take all action
necessary, if a Demand (as defined in Section 3 of the Note) is made by
Purchasers, to nominate and elect to the Board of Directors of the Corporation,
nominees selected by the Purchaser which nominees shall constitute not less than
a majority of the number of directors on the Board of Directors of the
Corporation immediately following such action. The action taken by the
Corporation and the Seller may include, but is not limited to, calling a special
meeting of the Corporation's shareholders to nominate and elect the directors
selected by the Purchaser. In connection with such action Seller shall vote any
shares of Common Stock owned or controlled by Seller in favor of the nominees
appointed by Purchaser. Such action will occur not later than two days after a
Demand is made provided that the Note has not been satisfied prior to such date.

5.       TRANSFER AGENT INSTRUCTIONS.

         (a) The Corporation shall instruct its transfer agent to issue
certificates, registered in the name of the Purchaser or its nominee, for the
Shares in such amounts as specified from time to time by such Purchaser.

         (b) If the Purchaser provides the Corporation and the transfer agent
with an opinion of counsel, which opinion of counsel shall be in form, substance
and scope customary for opinions of counsel in comparable transactions, to the
effect that the Shares to be sold or transferred may be sold or transferred
pursuant to an exemption from registration, or the Purchaser provides the
Corporation with reasonable assurances that such Shares may be sold under Rule
144(k), the Corporation shall permit the transfer of the Shares and instruct its
transfer agent to issue one or more certificates in such name and in such
denominations as specified by the Purchaser.

6.       GOVERNING LAW; MISCELLANEOUS.

                                      -5-
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         (a) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of choice of law or conflicts of laws that would defer to
the substantive law of another jurisdiction. The Corporation irrevocably
consents to the jurisdiction of the United States federal courts and the state
courts located in the State of New York in any suit or proceeding based on or
arising under this Agreement and irrevocably agrees that any and all claims
arising out of this Agreement or related to the transactions contemplated by
this Agreement shall be determined exclusively in such courts. The Corporation
irrevocably waives the defense of an inconvenient forum to the maintenance of
such suit or proceeding. The Corporation further agrees that service of process
mailed by first class mail shall be deemed in every respect effective service of
process in any such suit or proceeding. Nothing herein shall affect the right of
the Purchaser to serve process in any other manner permitted by law. The
Corporation agrees that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.

         (b) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

         (c) Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         (d) Severability. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction
chosen by the Purchaser.

         (e) Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the Purchaser, the
Corporation, their affiliates and persons acting on their behalf with respect to
the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Corporation nor the Purchaser makes any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived other than by an instrument in
writing signed by the party to be charged with enforcement. Amended by the
parties whose rights are affected herein.

         (f) Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
facsimile, and shall be effective upon receipt or refusal of receipt, if
delivered personally or by courier or confirmed facsimile, in each case
addressed to a party. The address for such communications shall be:

                                      -6-
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LOGISTICS MANAGEMENT, LLC           PROFESSIONAL TRANSPORTATION
10602 Timberwood Circle, Suite 9    GROUP LTD., INC.
Louisville, KY                      1950 Spectrum Circle, Suite B-100
Telecopy: (502) 412-8980            Marietta, GA. 30067
Attn: Anthony Huff                  Attn: Dennis Bakal

         Each party shall provide notice to the other parties of any change in
address.

         (g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. Except as
provided herein or therein, the Corporation shall not assign this Agreement.

         (h) Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         (i) Survival. The representations, warranties, agreements and covenants
of the Corporation set forth in Sections 3, 4, 5 and 6 hereof shall survive the
Closing notwithstanding any investigation conducted by or on behalf of any
Purchaser until the date on which Purchaser no longer own any Shares. None of
the representations and warranties made by the Corporation herein shall act as a
waiver of any rights or remedies a Purchaser may have under applicable federal
or state Securities laws. The Corporation shall indemnify and hold harmless each
Purchaser and each of such Purchaser's officers, directors, employees, partners,
members, agents and affiliates for all losses or damages arising as a result of
or related to any breach or alleged breach by the Corporation of any of its
representations or covenants set forth herein, including advancement of
reasonable expenses as they are incurred.

         (j) Publicity. The Corporation and the Purchaser shall have the right
to review before issuance any press releases, SEC or NASDAQ filings, or any
other public statements with respect to the transactions contemplated hereby;
provided, however, that the Corporation shall be entitled, without the prior
review of the Purchaser, to make any press release or SEC or NASDAQ filings with
respect to such transactions as is required by applicable law and regulations
(although the Purchaser shall be consulted by the Corporation in connection with
any such press release and filing prior to its release and shall be provided
with a copy thereof).

         (k) Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         (l) Joint Participation in Drafting. Each party to this Agreement has
participated in the negotiation and drafting of this Agreement. As such, the
language used herein and therein shall be

                                      -7-

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deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any party to
this Agreement.

         (m) Equitable Relief. The Corporation acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Purchaser by
vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Corporation acknowledges that the remedy at law for a breach of
its obligations hereunder (including, but not limited to, its obligations
pursuant to Section 5 hereof) will be inadequate and agrees, in the event of a
breach or threatened breach by the Corporation of the provisions of this
Agreement (including, but not limited to, its obligations pursuant to Section 5
hereof), that the Purchaser shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer of the Shares, without the necessity of showing
economic loss and without any bond or other security being required.

7.       AGREEMENT CONTINGENT.

         This Agreement and the undertakings contemplated herein are expressly
conditioned upon its approval by SouthTrust Bank, N.A.

8.       INDEMNIFICATION OF SELLER'S GUARANTIES.

         Purchaser agrees that in the event it consummates the purchase of
Seller's Shares as contemplated herein, it shall use its reasonable best efforts
to cause Seller to be removed from any and all liability he may have as
guarantor for obligations of the Corporation or its subsidiaries. Furthermore,
Purchaser agrees on behalf of itself, its predecessors in interest, successors
and assigns to indemnify, reimburse, compensate, defend and hold the Seller
harmless from and against any and all demands, claims, actions or causes of
action, assessments, liabilities, losses, damages, costs and expenses
(including, without limitation, interest, penalties and reasonable attorneys'
fees, disbursements and expenses) which are asserted against the Seller in
connection with any of such guaranties.

9.       NO MATERIAL ADVERSE CHANGE.

         During the 31-day period beginning with the date of execution of this
Agreement (or such other period upon which the parties mutually agree in
writing) there shall occur no material adverse change in the financial condition
or the operation of the Corporation (or any of its affiliates) which adversely
affects the conduct of the Corporation's business (and the business of its
affiliates) as currently conducted, specifically including, without limitation:
changes in personnel except in the ordinary course of business, the relocation
of the Corporation's offices or personnel or substantial changes in the assets
of the Corporation, without the prior written consent of the Seller.


                                      -8-

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         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.

PROFESSIONAL TRANSPORTATION                 LOGISTICS MANAGEMENT, LLC
     GROUP LTD., INC.


By: /s/ Dennis A. Bakal                     By:   /s/ Danny L. Pixler
   ------------------------                    --------------------------------
   Name:                                        Name: Danny L. Pixler
   Title:                                       Title: Manager




DENNIS BAKAL



    /s/ Dennis A. Bakal
- ----------------------------


ADDRESS: c/o PROFESSIONAL TRANSPORTATION
             GROUP LTD., INC.
             1950 Spectrum Circle, Suite B-100
             Marietta, GA. 30067
             Attn: Dennis Bakal

EX-99.1

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                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
DECEMBER 7, 1999

      PROFESSIONAL TRANSPORTATION GROUP LTD., INC. ANNOUNCES THAT MAJORITY
        SHAREHOLDER SELLS ENTIRE INTEREST TO LOGISTICS MANAGEMENT, L.L.C.


         December 7, 1999 - Marietta, Georgia - Professional Transportation
Group Ltd., Inc. (NASDAQ Small Cap: TRUC, TRUCW) today announced that its
majority shareholder, Chief Executive Officer, President and director, Dennis A.
Bakal, had entered into an agreement with Logistics Management, L.L.C., a
Kentucky limited liability company ("Logistics"), under which Mr. Bakal sold to
Logistics all 2.5 million shares of common stock owned by him. The purchase
comprises approximately 56% of the outstanding voting shares of the Company. The
purchase price for the shares was $3 million and included a $500,000 loan to Mr.
Bakal, which by the terms of the agreement Mr. Bakal will contribute to the
Company as a capital contribution. Logistics is a controlling shareholder in
U.S. Trucking, Inc. (OTC: USTK).

         As part of the transaction, Mr. Bakal, along with Linda K. Roberts have
resigned as directors of the Company, however, they have agreed to remain with
the Company in their current positions as President/CEO and Vice President,
respectively. Susan P. Dial, the Company's Chief Financial Officer, will remain
in such office, but has also resigned as a director. Danny L. Pixler and W.
Anthony Huff, the principals of Logistics, along with Jonathan Pollon, have been
appointed to serve on the Company's Board of Directors.

         Mr. Bakal stated, "It has been a long and hard struggle to return the
Company to where we should have been after the Carpet Transport fiasco. I have
also had some health problems that have forced me to re-assess the amount of
energy needed to complete our turnaround. Danny Pixler and Anthony Huff are
seasoned transportation executives and are building something special with U.S.
Trucking. They have been able to obtain the financial backing necessary to
finally put PTG's problems in the past, something that we could have continued
to struggle to do, but felt that this was truly in the Company's, our employees'
and shareholders' best interests. I am truly excited that they have asked me to
remain as President and CEO, along with my management team. They believe that
our contributions, combined with their experience and financial backing, will
allow PTG to continue to grow as the leader in the transportation services for
the expedited air freight industry.

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         Mr. Pixler stated, "Dennis and his team have really built a first-class
operation. However, they were never fully able to put the Carpet Transport deal
behind them. We believe that our financial wherewithal will not only permit this
to happen, but permit PTG to grow as it properly should have done in the last
two years. Dennis is not going away, we intend to utilize him extensively as we
grow PTG's operations."

         Mr. Pixler continued, "We have also had discussions with SouthTrust
Bank, the lender on PTG's main credit facility, to determine whether it made
sense to continue this relationship given the new ownership. These discussions
went well and we believe that we will be able to come to agreement with
SouthTrust that will allow us to more quickly get into PTG's operations. As a
result, we intend to terminate PTG's recently announced relationship with Allied
Carriers."

         Headquartered in Marietta, Georgia, Professional Transportation Group
Ltd., Inc. is a transportation services company which provides ground
transportation and logistics services for the air freight and carpet industry
throughout the continental United States through its subsidiaries, Timely
Transportation, Inc. and Truck-Net, Inc.





CONTACT:
PROFESSIONAL  TRANSPORTATION GROUP LTD., INC.        PACIFIC CONSULTING GROUP
DENNIS A. BAKAL                                      SCOTT LIOLIOS
(678) 264-0400                                       949-574-3860
W. ANTHONY HUFF
(502) 339-4000


         THIS RELEASE CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS RELEASE AND INCLUDE ALL
STATEMENTS THAT ARE NOT STATEMENTS OF HISTORICAL FACT REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY, ITS DIRECTORS OR ITS OFFICERS
WITH RESPECT TO, AMONG OTHER THINGS: (I) THE COMPANY'S FINANCING PLANS
(INCLUDING ITS ABILITY TO CLOSE THE CREDIT FACILITY WITH LASALLE BUSINESS
CREDIT); (II) TRENDS AFFECTING THE COMPANY'S FINANCIAL CONDITION OR RESULTS OF
OPERATIONS; (III) THE COMPANY'S GROWTH STRATEGY AND OPERATING STRATEGY; AND (IV)
THE DECLARATION AND PAYMENT OF DIVIDENDS. THE WORDS "MAY," "WOULD," "WILL,"
"EXPECT," "ESTIMATE," "ANTICIPATE," "BELIEVE," "INTEND," AND SIMILAR EXPRESSIONS
AND VARIATION THEREOF ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, MANY OF
WHICH ARE BEYOND THE COMPANY'S ABILITY TO CONTROL, AND THAT ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A
RESULT OF VARIOUS FACTORS DISCUSSED HEREIN AND THOSE FACTORS DISCUSSED IN DETAIL
IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
THE "RISK FACTORS" SECTION OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NUMBER 333-70985), AS DECLARED EFFECTIVE BY THE SECURITIES AND
EXCHANGE COMMISSION ON FEBRUARY 5, 1999.