8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported)       November 13, 2001

BOYD BROS. TRANSPORTATION INC.

(Exact name of registrant as specified in its charger)

DELAWARE	0-23948	63-6006515
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3275 Highway 30, Clayton, Alabama	36016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (334) 775-1400

NOT APPLICABLE

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

TABLE OF CONTENTS

PRESS RELEASE

Item 5. Other Events

     The Board of Directors of Boyd Bros. Transportation, Inc. (the “Company”) has recently accepted the resignation of two of its directors, Dempsey Boyd and Miller Welborn.

     On November 13, 2001, the Board of Directors of the Company appointed Boyd Whigham to serve as the Company’s non-executive Chairman of the Board commencing January 1, 2002, to replace Dempsey Boyd, who will retire as the Company’s Chairman as of the same date. Mr. Boyd founded the Company in 1956 and served as the Company’s President from 1956 to 1980 and as Chairman of the Board from 1980 until his retirement on November 13, 2001. In addition to his involvement with the Company, Mr. Boyd was active in a number of businesses, particularly real estate investments. Subsequent to the annual meeting of shareholders held on May 15, 2001, the Company learned that on October 25, 1995, Mr. Boyd paid a forfeiture of $25,000 to the Pima County, Arizona Superior Court in connection with a misdemeanor plea agreement relating to an attempted unlawful sale of subdivided lands.

     The Board has asked Mr. Boyd to serve as a part-time consultant to the Company. The consulting services to be performed by Mr. Boyd will include, but are not limited to, advice on marketing, sales and driver recruitment and retention. The terms and conditions of these services will be contained in a consulting agreement to be entered into between the Company and Mr. Boyd.

     Miller Welborn, age 42, has served as Vice-Chairman of the Company since February 17, 2000. Mr. Welborn served as President and Chief Executive Officer of the Company from July 1998 until February 2000. Mr. Welborn co-founded WTI Transport, Inc. (formerly know as Welborn Transport, Inc.) in 1989 and has been the Vice-Chairman of WTI Transport since 1999. Mr. Welborn is also the President of Welborn & Associates, Inc., a transportation consulting firm, a director of the Federal Reserve Bank of Atlanta, Georgia, and the managing partner of Moorland Properties, LLC. Mr. Welborn resigned from all positions with the Company effective November 19, 2001, and in connection therewith the Company repurchased, pursuant in part to commitments originally entered into at the time of the Company’s acquisition of WTI Transport, Inc. in 1997, all of Mr. Welborn’s shares in the Company for aggregate consideration of approximately $390,000.00. Mr. Welborn will continue his activities as a consultant to non-flatbed trucking companies in the region.

     The Company has issued a press release in connection with Mr. Boyd’s retirement and Mr. Welborn’s resignation, a copy of which is filed as an Exhibit to this Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:

     (c)  Exhibits.

     The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release, dated November 27, 2001, issued by the Company

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.

		BOYD BROS. TRANSPORTATION, INC. (Registrant)
Date:	November 27, 2001	By: Name: Title:	/s/ Richard C. Bailey Richard C. Bailey Chief Financial Officer (Principal Accounting Officer)

EX-99.1 3 g73048ex99-1.txt PRESS RELEASE (BOYD BROS. TRANSPORTATION INC. LOGO) Contacts: Richard C. Bailey Aubrey Baugh, III Executive Vice President Vice President of Finance and Chief Financial Officer and Administration (334) 775-1221 (334) 775-1280 DEMPSEY BOYD TO RETIRE AFTER 45 YEARS OF SERVICE TO THE COMPANY ------------------- BOYD WHIGHAM TO BECOME NON-EXECUTIVE CHAIRMAN OF THE BOARD CLAYTON, Ala. (November 27, 2001) - Boyd Bros. Transportation Inc. (Nasdaq/SmallCap: BOYD) today announced that its founder and Chairman of the Board, Dempsey Boyd (age 74), intends to retire from the Company's operations at year's end. The Board has elected Boyd Whigham (age 64) to serve as the non-executive Chairman of the Board, commencing January 1, 2002. In recognition of Mr. Boyd's 45 years of dedication and leadership to the Company, the Board of Directors has reserved for him the honorary title of Chairman Emeritus. Dempsey Boyd was born and raised in Barbour County, Alabama. He began driving trucks in 1946 and, with brothers Cecil Boyd and J. Hilly Boyd, he founded Boyd Bros. Transportation Inc. in 1956. While his brothers left the Company in 1965, Dempsey Boyd remained and has been an integral part of the Company's operations ever since, leading Boyd Bros. through four decades of successful growth to what is now a $120 million (annual sales) publicly held company. Mr. Boyd was the Company's President from 1956 to 1980, at which time he became Chairman of the Board. Mr. Boyd's vision helped Boyd Bros. take advantage of the fragmentation in the flatbed trucking industry, and under his leadership the Company has become one of the largest flatbed carriers in the country, serving most of the continental United States. Boyd Whigham has been a director of the Company since 1989. He has been the District Attorney for the Third Judicial Circuit, in Barbour and Bullock Counties, Alabama, since 1993. Prior to 1993, he maintained a general civil law practice in Clayton, Alabama. Commenting on the announced changes, Gail Cooper, the Company's Chief Executive Officer, said, "Dempsey Boyd has been a driving force behind the Company's growth and prosperity for almost five decades. He has been instrumental in our efforts to build a solid corporate foundation, one supported by energetic and experienced senior management and leading-edge systems and processes, which we believe will allow the Company to address successfully the challenges facing our industry. On behalf of the Board, we extend our thanks to him for his extraordinary contribution to Boyd Bros. Transportation. -MORE- BOYD Announce Board Changes Page 2 November 27, 2001 "At the same time, we enthusiastically welcome the increased involvement and participation of Boyd Whigham as he assumes the role of Chairman," she continued. "Having served as a director of the Company through much of the past decade, including times of both opportunity and challenge, he is uniquely qualified to lead our Board and our Company as we seek to build on the legacy of the Dempsey Boyd era." Separately, the Company announced the resignation of Miller Welborn from the Board. Welborn has served on the Company's Board of Directors since 1998. The Company has initiated a search for additional outside board members and intends to propose candidates to stockholders at the annual meeting in 2002. Boyd Bros. Transportation Inc. is one of the largest flatbed trucking companies in the United States. The Company provides transportation services to high-volume, time-sensitive customers, primarily in the steel and building materials industries, and operates throughout most of the continental United States. For more information about the Company, visit Boyd Bros. on the Internet at www.boydbros.com. Certain of the statements contained in this release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, business conditions and growth in the economy, including the transportation and construction sectors in particular; competitive factors, including price pressures and the ability to recruit and retain qualified drivers; the ability to control internal costs, particularly rising fuel costs that may or may not be passed on to the Company's customers; departures and defaults by owner-operators; the cost of complying with governmental regulations that are applicable to the Company; the potential effects of customer bankruptcy filings on its current and future financial and operating results; and other risk factors referenced in the Company's periodic filings with the Securities and Exchange Commission. -END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                     (BOYD BROS. TRANSPORTATION INC. LOGO)



        Contacts:  Richard C. Bailey              Aubrey Baugh, III
                   Executive Vice President       Vice President of Finance
                   and Chief Financial Officer    and Administration
                   (334) 775-1221                 (334) 775-1280


         DEMPSEY BOYD TO RETIRE AFTER 45 YEARS OF SERVICE TO THE COMPANY

                               -------------------

           BOYD WHIGHAM TO BECOME NON-EXECUTIVE CHAIRMAN OF THE BOARD


CLAYTON, Ala. (November 27, 2001) - Boyd Bros. Transportation Inc.
(Nasdaq/SmallCap: BOYD) today announced that its founder and Chairman of the
Board, Dempsey Boyd (age 74), intends to retire from the Company's operations at
year's end. The Board has elected Boyd Whigham (age 64) to serve as the
non-executive Chairman of the Board, commencing January 1, 2002.

         In recognition of Mr. Boyd's 45 years of dedication and leadership to
the Company, the Board of Directors has reserved for him the honorary title of
Chairman Emeritus.

         Dempsey Boyd was born and raised in Barbour County, Alabama. He began
driving trucks in 1946 and, with brothers Cecil Boyd and J. Hilly Boyd, he
founded Boyd Bros. Transportation Inc. in 1956. While his brothers left the
Company in 1965, Dempsey Boyd remained and has been an integral part of the
Company's operations ever since, leading Boyd Bros. through four decades of
successful growth to what is now a $120 million (annual sales) publicly held
company. Mr. Boyd was the Company's President from 1956 to 1980, at which time
he became Chairman of the Board. Mr. Boyd's vision helped Boyd Bros. take
advantage of the fragmentation in the flatbed trucking industry, and under his
leadership the Company has become one of the largest flatbed carriers in the
country, serving most of the continental United States.

         Boyd Whigham has been a director of the Company since 1989. He has been
the District Attorney for the Third Judicial Circuit, in Barbour and Bullock
Counties, Alabama, since 1993. Prior to 1993, he maintained a general civil law
practice in Clayton, Alabama.

         Commenting on the announced changes, Gail Cooper, the Company's Chief
Executive Officer, said, "Dempsey Boyd has been a driving force behind the
Company's growth and prosperity for almost five decades. He has been
instrumental in our efforts to build a solid corporate foundation, one supported
by energetic and experienced senior management and leading-edge systems and
processes, which we believe will allow the Company to address successfully the
challenges facing our industry. On behalf of the Board, we extend our thanks to
him for his extraordinary contribution to Boyd Bros. Transportation.


                                     -MORE-



BOYD Announce Board Changes
Page 2
November 27, 2001


         "At the same time, we enthusiastically welcome the increased
involvement and participation of Boyd Whigham as he assumes the role of
Chairman," she continued. "Having served as a director of the Company through
much of the past decade, including times of both opportunity and challenge, he
is uniquely qualified to lead our Board and our Company as we seek to build on
the legacy of the Dempsey Boyd era."

         Separately, the Company announced the resignation of Miller Welborn
from the Board. Welborn has served on the Company's Board of Directors since
1998. The Company has initiated a search for additional outside board members
and intends to propose candidates to stockholders at the annual meeting in 2002.

         Boyd Bros. Transportation Inc. is one of the largest flatbed trucking
companies in the United States. The Company provides transportation services to
high-volume, time-sensitive customers, primarily in the steel and building
materials industries, and operates throughout most of the continental United
States. For more information about the Company, visit Boyd Bros. on the Internet
at www.boydbros.com.

         Certain of the statements contained in this release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, business
conditions and growth in the economy, including the transportation and
construction sectors in particular; competitive factors, including price
pressures and the ability to recruit and retain qualified drivers; the ability
to control internal costs, particularly rising fuel costs that may or may not be
passed on to the Company's customers; departures and defaults by
owner-operators; the cost of complying with governmental regulations that are
applicable to the Company; the potential effects of customer bankruptcy filings
on its current and future financial and operating results; and other risk
factors referenced in the Company's periodic filings with the Securities and
Exchange Commission.

                                      -END-