8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 28, 2006

Transport Corporation of America, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	0-24908	41-1386925
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1715 Yankee Doodle Road Eagan, Minnesota		55121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  (651)-686-2500

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01OTHER EVENTS

On February 28, 2006, the Company issued a press release announcing that the shareholders of Transport Corporation of America, Inc. (the “Company”) approved the Agreement and Plan of Merger, dated as of October 26, 2005 (the “Merger Agreement”), by and among the Company, Patriot Holding Corp. (“Purchaser”), and Patriot Acquisition Corp., a wholly-owned subsidiary of Purchaser (“Sub”), and the merger contemplated by the Merger Agreement. Purchaser and Sub are entities directly or indirectly controlled by Goldner Hawn Johnson & Morrison Incorporated, a Minneapolis-based private equity firm. The press release also announced that, on February 28, 2006, pursuant to the terms of the Merger Agreement, Sub was merged with and into the Company, with the Company becoming a wholly-owned subsidiary of Purchaser.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Transport Corporation of America, Inc., dated February 28, 2006, regarding shareholder approval of the Merger Agreement and the merger and the consummation of the merger

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SIGNATURES

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

	TRANSPORT CORPORATION OF AMERICA, INC.
	(Registrant)
Date:   February 28, 2006	By:	/s/  Michael J. Paxton
		Michael J. Paxton
		Chairman, Chief Executive Officer and President

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Transport Corporation of America, Inc., dated February 28, 2006, regarding shareholder approval of the Merger Agreement and the merger and the consummation of the merger

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EX-99.1

Exhibit 99.1

Goldner Hawn Johnson & Morrison Incorporated
3700 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN  55402
Contact:  Lisa A. Kro, Principal and CFO
Phone:(612) 347-0157 Transport Corporation of America, Inc.
1715 Yankee Doodle Road
Eagan, MN  55121 Contacts:Michael J. Paxton, President and CEO
Keith R. Klein, EVP and COO Phone:(651) 686-2500

FOR IMMEDIATE RELEASE

Tuesday, February 28, 2006

GOLDNER HAWN COMPLETES ACQUISITION OF
TRANSPORT CORPORATION OF AMERICA

Minneapolis, Minnesota, February 28, 2006:  Goldner Hawn Johnson & Morrison Incorporated (“Goldner Hawn”) and Transport Corporation of America, Inc. (“Transport America”) today announced that the shareholders of TCAM voted to approve the merger agreement providing for the acquisition of TCAM by an affiliate of Goldner Hawn at a special meeting held today.

“We love investing in Minnesota and we love helping take companies from the public market to the private markets. Sarbanes Oxley, quarterly earnings pressures and compensation issues all conspire to distract management from the important business of growth and job creation. We are very much looking forward to partnering with Mike Paxton, Keith Klein and all of the leaders at Transport America,” said Joe Heinen, Vice President of Goldner Hawn.

Immediately following the conclusion of the special meeting, the parties completed the merger. Under the terms of the merger agreement, shareholders will be entitled to receive $10.00 per share in cash, without interest, for each share of TCAM Common Stock held by them. LaSalle Bank National Association, the exchange agent for the merger, is mailing to all shareholders of record letters of transmittal, which must be completed by the shareholders in order to receive the merger consideration.

Financing for the transaction included a combination of equity funding provided by Marathon Fund Limited Partnership V, an affiliate of Goldner Hawn, and certain managers of TCAM, and senior secured loan facilities from a group of lenders led by LaSalle Business Credit, LLC.

Goldner Hawn was represented in the transaction by the law firm of Dorsey & Whitney LLP. TCAM was represented by the law firm of Robins, Kaplan, Miller & Ciresi, LLP.

About Transport America

Transport Corporation of America, Inc., based in the Minneapolis-St. Paul metropolitan area, provides a wide range of truckload freight carriage and logistics services to customers in the United States, Mexico, and Canada. Transport America focuses on providing time-definite and

other responsive services through its team of dedicated and committed employees supported by state-of-the-art technology and information systems.

About Goldner Hawn Johnson & Morrison

Goldner Hawn, founded in 1989, is a Minneapolis-based private equity investment group focused on middle-market, management-led buyouts. This acquisition, its fourth completed public-to-private transaction and second acquisition of 2006, is being made through its investment affiliate, Marathon Fund Limited Partnership V.

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company wishes to caution readers not to place undue reliance on any forward-looking statements which speak only as of the date made. The Company disclaims any obligation subsequently to revise or update any previously made forward-looking statements. Unanticipated events are likely to occur.

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