SC 13E3

SCHEDULE 13E-3

(Rule 13e-100)

Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

(Amendment No.____)*

BOYD BROS. TRANSPORTATION INC.

(Name of Issuer)

Boyd Bros. Transportation Inc.
BBT Acquisition Corporation
Dempsey Boyd
Frances S. Boyd
Gail B. Cooper
Ginger B. Tibbs

(Names of Persons Filing Statement)

Common Stock, par value $.001 per share

(Title of Class of Securities)
103255 10 5

(CUSIP Number of Class of Securities)

DENSON N. FRANKLIN III
Bradley Arant Rose & White LLP
1819 Fifth Avenue North
Birmingham, Alabama 35203
(205) 521-8000 PAMELA K. PHILLIPS
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 North Laura, Suite 2800
Jacksonville, Florida 32202
(904) 354-8000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	A tender offer.
c.	o	None of the above
d.	Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   x
e.	Check the following box if the filing fee is a final amendment reporting the results of the transaction:   o

CALCULATION OF FILING FEE

Transaction
Valuation*	Amount of Filing Fee**
$6,854,623		$	869

      *      For purposes of calculating the filing fee only. Determined by (i) multiplying 777,442 shares of common stock of Boyd Bros. Transportation Inc. (the “Company”) by $7.00 per share and (ii) multiplying the difference between $7.00 and the exercise price of each outstanding in-the-money option to purchase an aggregate of 325,450 shares of common stock.

      **      The amount of the filing fee calculated in accordance with Exchange Act Rule 0-11, as amended.

      x      Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $869

Form or Registration No.: Schedule 14A

Filing Party: Boyd Bros. Transportation Inc.

Date Filed: February 3, 2004

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Persons.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Purposes, Alternatives, Reasons and Effects.
	Item 8. Fairness of the Transaction.
	Item 9. Reports, Opinions, Appraisals and Negotiations.
	Item 10. Source and Amounts of Funds or Other Consideration.
	Item 11. Interest in Securities of the Subject Company.
	Item 12. The Solicitation or Recommendation.
	Item 13. Financial Statements.
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 15. Additional Information.
	Item 16. Exhibits.
SIGNATURE
PRESENTATION

TABLE OF CONTENTS

Item 1.	Summary Term Sheet
Item 2.	Subject Company Information
Item 3.	Identity and Background of Filing Person
Item 4.	Terms of the Transaction
Item 5.	Past Contacts, Transactions, Negotiations and Agreements
Item 6.	Purposes of the Transaction and Plans or Proposals
Item 7.	Purposes, Alternatives, Reasons and Effects
Item 8.	Fairness of the Transaction
Item 9.	Reports, Opinions, Appraisals and Negotiations
Item 10.	Source and Amounts of Funds or Other Consideration
Item 11.	Interest in Securities of the Subject Company
Item 12.	The Solicitation or Recommendation
Item 13.	Financial Statements
Item 14.	Persons/Assets, Retained, Employed, Compensated or Used
Item 15.	Additional Information
Item 16.	Exhibits
SIGNATURE

INTRODUCTION

      This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed by Dempsey Boyd (“Mr. Boyd”), Frances S. Boyd, Gail B. Cooper, Ginger B. Tibbs, BBT Acquisition Corporation, a Delaware corporation (“Mergerco”), and Boyd Bros. Transportation Inc., a Delaware corporation (“Boyd” or the “Company”), and the issuer of the equity securities that are the subject of the Rule 13e-3 transaction. Pursuant to an Agreement and Plan of Merger, dated as of December 31, 2003, Mergerco, which is controlled by Mr. Boyd and certain of his family members (the “Affiliated Stockholders”), will merge with and into the Company, and the Company will be the surviving corporation.

      Upon completion of the merger, each issued and outstanding share of the Company’s common stock will be converted into the right to receive $7.00 in cash, without interest, except that: (1) treasury shares and shares of the Company’s common stock held by Mergerco or the Affiliated Stockholders immediately prior to the effective time will be cancelled without any payment therefor; and (2) shares held by stockholders who properly exercise appraisal rights will be subject to appraisal in accordance with Delaware law, if applicable. Upon completion of the merger, the Affiliated Stockholders are expected to own all of the Company’s post-merger common stock.

      Concurrently with the filing of this Transaction Statement, the Company is filing a preliminary proxy statement on Schedule 14A (the “Proxy Statement”) pursuant to which the stockholders of the Company will be asked to vote on the merger. A copy of the Proxy Statement is attached to this Transaction Statement as Exhibit (a)(1). The information set forth in the Proxy Statement, including all exhibits and appendices thereto, is hereby expressly incorporated by reference in this Transaction Statement. The information required to be disclosed in this Transaction Statement, including under the applicable sections of Regulation M-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is disclosed in the Proxy Statement and the exhibits and appendices thereto. The Proxy Statement is in preliminary form and is subject to completion and amendment.

      All information contained in this Transaction Statement concerning the Company and its subsidiaries has been supplied by the Company, and all information concerning Mergerco and the Affiliated Stockholders has been supplied by Mergerco and the Affiliated Stockholders and their representatives and agents.

Item 1. Summary Term Sheet.

Item 1001 of Regulation M-A

     The information set forth in the Proxy Statement under the captions “SUMMARY” and “QUESTIONS AND ANSWERS ABOUT
     THE MERGER AND THE SPECIAL MEETING” is incorporated herein by reference.

Item 2. Subject Company Information.

Item 1002 of Regulation M-A

(a)	The information set forth in the Proxy Statement under the captions “SUMMARY — Parties to the Proposed Merger” and “PRICE RANGE OF COMMON STOCK AND DIVIDENDS” is incorporated herein by reference. The Company is the issuer of the class of equity securities which is the subject of the Rule 13e-3 transaction.
(b)	The information set forth in the Proxy Statement under the caption “THE SPECIAL MEETING — Record Date and Voting Information” is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the caption “PRICE RANGE OF COMMON STOCK AND DIVIDENDS” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the caption “PRICE RANGE OF COMMON STOCK AND DIVIDENDS” is incorporated herein by reference.

(e)	Not applicable.
(f)	The information set forth in the Proxy Statement under the caption “COMMON STOCK PURCHASE INFORMATION” is incorporated herein by reference.

Item 3. Identity and Background of Filing Persons.

(a)-(c)	The information set forth in the Proxy Statement under the captions “SUMMARY — Parties to the Proposed Merger” and “DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY” is incorporated herein by reference.
	Dempsey Boyd has his principal business address at 3275 Highway 30, Clayton, Alabama 36016. Mr. Boyd has been actively involved in the Company since he co-founded the Company with his brothers in 1956. Mr. Boyd stepped down as Chairman of the Company in 2001. The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS — Related Party Transactions” is incorporated herein by reference.
	Frances S. Boyd has her principal business address at 3275 Highway 30, Clayton, Alabama 36016. Mrs. Boyd is married to Mr. Boyd, and is not actively involved in the business of the Company. Mrs. Boyd is not engaged in any other business activities.
	All of the filing persons are citizens of the United States. During the last five years, none of the filing persons and none of the directors and executive officers of the Company have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Item 4. Terms of the Transaction.

Item 1004 of Regulation M-A

(a)(1)	Not applicable.
(a)(2)(i)	The information set forth in the Proxy Statement under the captions “SUMMARY,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING” and “THE SPECIAL MEETING — Purpose of the Special Meeting” is incorporated herein by reference.
(a)(2)(ii)	The information set forth in the Proxy Statement under the captions “SUMMARY — The Merger,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING,” “THE SPECIAL MEETING — Purpose of the Special Meeting,” “SPECIAL FACTORS —Effects of the Merger,” “THE MERGER AGREEMENT — Payment for Shares” and “THE MERGER AGREEMENT — Treatment of Stock Options, Stock Awards and Warrants” is incorporated herein by reference.
(a)(2)(iii)	The information set forth in the Proxy Statement under the captions “SUMMARY — Our Purpose and Reasons for the Merger,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Reasons for the Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” and “SPECIAL FACTORS — Mergerco and Affiliated Stockholders’ Position as to the Fairness of the Merger” is incorporated herein by reference.

(a)(2)(iv)	The information set forth in the Proxy Statement under the captions “SUMMARY — Vote Required,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING” and “THE SPECIAL MEETING — Record Date and Voting Information” is incorporated herein by reference.
(a)(2)(v)	The information set forth in the Proxy Statement under the captions “SUMMARY — Effects of the Merger,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING,” “SPECIAL FACTORS — Effects of the Merger,” “THE MERGER AGREEMENT — Payment for Shares” and “THE MERGER AGREEMENT — Treatment of Stock Options, Stock Awards and Warrants” is incorporated herein by reference.
(a)(2) (vi)	The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS — Accounting Treatment” is incorporated herein by reference.
(a)(2)(vii)	The information set forth in the Proxy Statement under the captions “SUMMARY — Material U.S. Federal Income Tax Consequences,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING” and “SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the captions “SUMMARY — The Merger,” “SUMMARY — Effects of the Merger,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING,” “SPECIAL FACTORS — Effects of the Merger” and “THE MERGER AGREEMENT — Conversion of Common Stock” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “SUMMARY — Appraisal Rights,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING” and “SPECIAL FACTORS — Appraisal Rights” is incorporated herein by reference.
(e)	None.
(f)	Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 1005 of Regulation M-A

(a)	The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS — Related Party Transactions” and “INFORMATION RELATING TO BOYD BROS. TRANSPORTATION INC. AND BBT ACQUISITION CORPORATION — Mergerco” is incorporated herein by reference.
(b)	The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS — Background of the Merger” is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the captions “SUMMARY” and “SPECIAL FACTORS — Background of the Merger” is incorporated herein by reference.
(e)	The information set forth in the Proxy Statement under the captions “SUMMARY — Interests of the Company’s Directors and Officers in the Merger,” “SPECIAL FACTORS — Interests of Certain Persons in the Merger; Potential Conflicts of Interest” and “INFORMATION RELATING TO BOYD BROS. TRANSPORTATION INC. AND BBT ACQUISITION CORPORATION — Mergerco” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 1006 of Regulation M-A

(b)	The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS — Structure of the Merger,” “SPECIAL FACTORS — Effects of the Merger” and “THE MERGER AGREEMENT — Conversion of Common Stock” is incorporated herein by reference.
(c)(1)-(8)	The information set forth in the Proxy Statement under the captions “SUMMARY — The Merger,” “SPECIAL FACTORS — Background of the Merger,” “SPECIAL FACTORS — Effects of the Merger,” “THE MERGER AGREEMENT — Payment for Shares” and “THE MERGER AGREEMENT — Transfer of Shares” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

Item 1013 of Regulation M-A

(a)	The information set forth in the Proxy Statement under the captions “SUMMARY — Our Purpose and Reasons for the Merger,” “SPECIAL FACTORS — Our Purpose and Reasons for the Merger” and “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” is incorporated herein by reference.
(b)	The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS — Background of the Merger” is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the captions “SUMMARY — Our Purpose and Reasons for the Merger,” “SPECIAL FACTORS — Background of the Merger,” “SPECIAL FACTORS — Our Purpose and Reasons for the Merger,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Reasons for the Board of Directors’ Determination; Fairness of the Merger,” “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” and “SPECIAL FACTORS — Mergerco and Affiliated Stockholders’ Position as to the Fairness of the Merger” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “SUMMARY — The Merger,” “SUMMARY — Effects of the Merger,” “SUMMARY — Material U.S. Federal Income Tax Consequences,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING,” “SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences,” “SPECIAL FACTORS — Effects of the Merger,” “THE MERGER AGREEMENT — Effective Time of the Merger,” “THE MERGER AGREEMENT — Conversion of Common Stock,” “THE MERGER AGREEMENT — Payment for Shares,” “THE MERGER AGREEMENT — Transfer of Shares” and “THE MERGER AGREEMENT — Treatment of Stock Options, Stock Awards and Warrants” is incorporated herein by reference.

Item 8. Fairness of the Transaction.

Item 1014 of Regulation M-A

(a) The information set forth in the Proxy Statement under the captions “SUMMARY — Recommendation of the Special Committee and the Company’s Board of Directors; Fairness of the Merger,” “SUMMARY — Opinion of Financial Advisor to the Special Committee,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Reasons for the Board of Director’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Opinion of Financial Advisor to the Special Committee” and “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” is incorporated herein by reference.

(b)	The information set forth in the Proxy Statement under the captions “SUMMARY — Recommendations of the Special Committee and the Company’s Board of Directors; Fairness of the Merger,” “SUMMARY — Opinion of Financial Advisor to the Special Committee,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Reasons for the Board of Director’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Opinion of Financial Advisor to the Special Committee” and “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” is incorporated herein by reference.
(c)	The information set forth in the Proxy Statement under the captions “SUMMARY — Vote Required,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING” and “THE SPECIAL MEETING — Record Date and Voting Information” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “SUMMARY — Special Committee,” “SUMMARY — Recommendations of the Special Committee and the Company’s Board of Directors; Fairness of the Merger,” “SUMMARY — Opinion of Financial Advisor to the Special Committee,” “SPECIAL FACTORS — Background of the Merger,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger” and “SPECIAL FACTORS — Opinion of Financial Advisor to the Special Committee” is incorporated herein by reference.
(e)	The information set forth in the Proxy Statement under the captions “SUMMARY — Recommendations of the Special Committee and the Company’s Board of Directors; Fairness of the Merger,” “QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING,” “SPECIAL FACTORS — Background of the Merger” and “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger” is incorporated herein by reference.
(f)	The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS — Background of the Merger” is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 1015 of Regulation M-A

(a)-(c) The information set forth in the Proxy Statement under the captions “SUMMARY — Opinion of Financial Advisor to the Special Committee,” “SPECIAL FACTORS — Background of the Merger,” “SPECIAL FACTORS — Reasons for the Special Committee’s Determination; Fairness of the Merger,” “SPECIAL FACTORS — Opinion of Financial Advisor to the Special Committee” and “Opinion of Legg Mason Wood Walker, Incorporated” attached as appendix C to the Proxy Statement is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration.

Item 1007 of Regulation M-A

(a)	The information set forth in the Proxy Statement under the captions “SUMMARY — Merger Financing,” “SPECIAL FACTORS — Background of the Merger” and “SPECIAL FACTORS — Merger Financing” is incorporated herein by reference.
(b)	The information set forth in the Proxy Statement under the captions “SUMMARY — Merger Financing,” “SPECIAL FACTORS — Background of the Merger” and “SPECIAL FACTORS — Merger Financing” is incorporated herein by reference.

(c)	The information set forth in the Proxy Statement under the captions “SUMMARY — Fee and Expense Reimbursement Upon Termination,” “SPECIAL FACTORS — Estimated Fees and Expenses of the Merger” and “THE MERGER AGREEMENT — Fee and Expense Reimbursement Upon Termination” is incorporated herein by reference.
(d)	The information set forth in the Proxy Statement under the captions “SUMMARY — Merger Financing,” “SPECIAL FACTORS — Background of the Merger” and “SPECIAL FACTORS — Merger Financing” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A

(a)	The information set forth in the Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.
(b)	The information set forth in the Proxy Statement under the caption “COMMON STOCK PURCHASE INFORMATION” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

Item 1012 of Regulation M-A

(d)

The information set forth in the Proxy Statement under the captions “SUMMARY — Position of Mergerco and the Affiliated Stockholders as to Fairness of the Merger,” “SUMMARY — Interests of the Company’s Directors and Officers in the Merger,” “SPECIAL FACTORS — Background of the Merger” and “SPECIAL FACTORS — Purpose and Reasons of Mergerco and the Affiliated Stockholders for the Merger” is incorporated herein by reference.

(e)

Not applicable.

Item 13. Financial Statements.

Item 1010 of Regulation M-A

(a) The information set forth in the Proxy Statement under the captions “SELECTED HISTORICAL FINANCIAL DATA” and “WHERE STOCKHOLDERS CAN FIND MORE INFORMATION” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009 of Regulation M-A

(a)-(b) The information set forth in the Proxy Statement under the captions “SUMMARY — Opinion of Financial Advisor to the Special Committee,” “SPECIAL FACTORS — Background of the Merger,” “SPECIAL FACTORS — Merger Financing” and “SPECIAL FACTORS — Interests of Certain Persons in the Merger; Potential Conflicts of Interest” is incorporated herein by reference.

Item 15. Additional Information.

Item 1011 of Regulation M-A

(b) The information set forth in the Proxy Statement and the appendices thereto is incorporated herein by reference.

Item 16. Exhibits.

Item 1016 of Regulation M-A

Exhibit
Number	Description
(a)(1)	Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 3, 2004 and related Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement)
(a)(2)	Form of proxy card (incorporated herein by reference to the Proxy Statement)
(a)(5)(1)	Press release issued by the Company on December 31, 2003 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on December 31, 2003)
(c)(1)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 30, 2003 (incorporated herein by reference to Appendix C of the Proxy Statement)
(c)(2)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 30, 2003.
(d)(1)	Agreement and Plan of Merger, dated December 31, 2003, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A to the Proxy Statement)
(d)(2)	Contribution Agreement, dated December 31, 2003, by and among Dempsey Boyd, Frances S. Boyd, Gail B. Cooper, Ginger B. Tibbs and BBT Acquisition Corporation (incorporated herein by reference to Appendix D to the Proxy Statement)
(f)(1)	Dissenter’s rights of appraisal are described under the caption “SPECIAL FACTORS — Appraisal Rights” in Exhibit (a)(1) and set forth in Appendix B to the Proxy Statement, filed herewith as Exhibit (a)(1)

SIGNATURE

      After due 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.

			BOYD BROS. TRANSPORTATION INC.
Date:	February 3, 2004	By:	/s/ Richard C. Bailey
		Name:	Richard C. Bailey
		Title:	Chief Financial Officer and
			Chief Operating Officer
			BBT ACQUISITION CORPORATION
Date:	February 3, 2004	By:	/s/ Gail B. Cooper
		Name:	Gail B. Cooper
		Title:	President
Date:	February 3, 2004		/s/ Dempsey Boyd Dempsey Boyd
Date:	February 3, 2004		/s/ Frances S. Boyd Frances S. Boyd
Date:	February 3, 2004		/s/ Gail B. Cooper Gail B. Cooper
Date:	February 3, 2004		/s/ Ginger B. Tibbs Ginger B. Tibbs

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 3, 2004 and related Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement)
(a)(2)	Form of proxy card (incorporated herein by reference to the Proxy Statement)
(a)(5)(1)	Press release issued by the Company on December 31, 2003 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on December 31, 2003)
(c)(1)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 30, 2003 (incorporated herein by reference to Appendix C of the Proxy Statement)
(c)(2)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 30, 2003
(d)(1)	Agreement and Plan of Merger, dated December 31, 2003, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A to the Proxy Statement)
(d)(2)	Contribution Agreement, dated December 31, 2003, by and among Dempsey Boyd, Frances S. Boyd, Gail B. Cooper, Ginger B. Tibbs and BBT Acquisition Corporation (incorporated herein by reference to Appendix D to the Proxy Statement)
(f)(1)	Dissenter’s rights of appraisal are described under the caption “SPECIAL FACTORS — Appraisal Rights” in Exhibit (a)(1) and set forth in Appendix B to the Proxy Statement, filed herewith as Exhibit (a)(1)

EX-99.(C)(2) 3 g86864exv99wxcyx2y.htm PRESENTATION

I. INTRODUCTION

A. LEGG MASON'S ENGAGEMENT Legg Mason Wood Walker, Incorporated ("Legg Mason") has been engaged by the Independent Committee of the Board of Directors ("Board") of Project Tigers (the "Company") to provide analysis and its opinion as to the fairness, from a financial point of view, to the holders of the Company's common stock (other than holders who are participants in the transaction, of the amount of consideration to be received by such holders in a proposal presented by the investor group (the "Investor Group"). The Investor Group has offered to pay $7.00 per share to holders of the Company's common stock to acquire all shares it does not currently own in a forward merger. This summary presentation is intended as an overview of our analysis of Project Tigers. It is comprised of the following sections: Valuation Analysis: Comparable public company analysis Comparable M&A transactions analysis Discounted cash flow analysis Leveraged buyout analysis Comparable going private transactions analysis

In connection with our review of the proposed Transaction, we have assumed and relied upon the accuracy and completeness of all financial information supplied to us by or on behalf of the management of the Company, and all publicly available information, and management's assurances that they are unaware of any facts that would make the information provided to us incomplete or misleading. We have not independently verified such information. We have also relied upon the management of the Company as to the reasonableness and achievability of the financial projections (and the assumptions and bases thereof) provided to us, and we have assumed that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future operating performance of Project Tigers. Furthermore, we have not made an independent appraisal of any of the assets or liabilities of the Company, nor have we been provided with any such appraisal. Our work is necessarily based upon information made available to us by Company management and economic and other conditions and circumstances as of December 30, 2003. The analysis which Legg Mason performed was based on the most recent financial information provided by the management of the Company. It is understood that subsequent developments may affect our analysis, and that we have no obligation to update, reissue or reaffirm our analysis. This summary of information does not constitute an opinion and is provided for informational purposes only. We believe that our analysis should be considered as a whole, and that selecting portions of our analysis and of the factors considered by us, without considering all factors and analyses, could create a misleading view of the processes underlying our opinion. In our analysis, we made numerous assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of the Company. Further, we are not making a recommendation to the shareholders as to whether or not they should tender their shares or seek their statutory dissenters' rights in respect of the Transaction. Also, this analysis does not constitute a recommendation of the Transaction over any other alternative transaction (including the alternative not to effect the Transaction) that may be available to Project Tigers. It is recognized that Legg Mason was engaged to render financial advice solely to the Special Committee of the Board, and that the engagement of Legg Mason is not, and shall not be deemed to be, on behalf of, and is not intended to confer rights of benefits upon any other person or entity. Legg Mason's opinion was directed solely to the Special Committee of the Board. This presentation is not to be quoted or referred to, in whole or in part, in any registration statement, proxy statement or other document to be filed with the Securities and Exchange Commission, no shall this presentation be used for any other purpose, without the prior written consent of Legg Mason. A. LEGG MASON'S ENGAGEMENT

The investment community's view of Project Tigers: Inconsistent financial performer Driver availability, insurance and diesel fuel prices affect flat bed carriers to a greater degree than dry van and temperature sensitive carriers Market has not validated business model Flat bed carriers at a disadvantage to dry van and temperature sensitive carriers Market capitalization limits institutional involvement B. OVERVIEW OF PROJECT TIGERS

B. OVERVIEW OF PROJECT TIGERS Project Tigers' Closing Stock Price (Trailing 12 Months as of December 30, 2003) ________________________ Note: Source: Bloomberg LP.

B. OVERVIEW OF PROJECT TIGERS ________________________ Note: Source: Bloomberg LP. Based on a 12 month trading volume analysis, 91.7% of Project Tigers shares have traded below $6.00. Date $3.25 - $3.50 0.0306 $3.50 - $3.75 0.0286 $3.75 - $4.00 0.0892 $4.00 - $4.25 0.1503 $4.25 - $4.50 0.0129 $4.50 -$ 4.75 0.1599 $4.75 - $5.00 0.1346 $5.00 - $5.25 0.1314 $5.25 - $5.50 0.1039 $5.50 - $5.75 0.048 $5.75 - $6.00 0.0281 $6.00 < 0.0825 Date $4.50 -$ 4.75 0.3292 $4.75 - $5.00 0.1459 $5.00 - $5.25 0.0923 $5.25 - $5.50 0.1481 $5.50 - $5.75 0.0893 $5.75 - $6.00 0.0191 $6.00 - $6.50 0.1577 $6.50 < 0.0185

Historical and Projected Income Statements ($ in millions) B. OVERVIEW OF PROJECT TIGERS ________________________ Note: 2003-2007 projected income statements provided by Company management.

B. OVERVIEW OF PROJECT TIGERS Historical Income Statements ($ in thousands, except per share data) __________________________________________________ Note: Deprecation and Amortization in FY 1989-1993 are from the Income Statement. For all subsequent periods, Depreciation and Amortization are from the Statement of Cash Flows. Fully Diluted Shares in FY 1989-1992 are calculated by dividing Pro Forma Net Income by Pro Forma Net Income per Share. Equity Value for FY 1989-1993 represents Book Value of Equity and Equity Value for FY 1994 - LTM 2003 represents Market Value of Equity. Net Debt for FY 1989-1991 excludes Cash and Cash Equivalents and Current Maturities of Debt.

B. OVERVIEW OF PROJECT TIGERS Project Tigers' Closing Stock Price (Since IPO) ________________________ Note: Source: Bloomberg LP.

II. VALUATION ANALYSIS

A. SUMMARY ANALYSIS We utilized five approaches to test the fairness of the consideration, including: (i) Comparable Public Company Analysis; (ii) Comparable M&A Transactions Analysis; (iii) Discounted Cash Flow ("DCF") Analysis; (iv) Leveraged Buyout ("LBO") Analysis and (v) Comparable Going Private Transaction Premium Paid Analysis. In addition, we analyzed comparable going private transactions from May 2000 to the present. In this section, we discuss each analysis individually and derive implied share prices for Project Tigers based on each analysis. __________________________________________________ Note: In each valuation analysis we assumed that the number of diluted shares outstanding equals 2,951,079. (a) Mean and median were not used to determine valuation range for the Discounted Cash Flow Analysis and Leveraged Buyout Analysis. Please refer to individual valuation analysis for a detailed explanation as to how the ranges were determined. Summary Valuation Analysis ($ in millions, except per share data)

A. SUMMARY ANALYSIS Summary Valuation Ranges $7.00 Merger Price $6.75

C. COMPARABLE PUBLIC COMPANY ANALYSIS A comparable public company analysis utilizes publicly available financial data and stock market performance data of publicly traded companies in the same or similar business as the Company. We calculated the implied multiples of the public companies and applied them to Project Tigers' financial results. This analysis illustrates how financial markets may value businesses in the same economic and market environment based on varying financial performance. Typically, we review enterprise value as a multiple of EBITDA and EBIT and equity value as a multiple of 2004(E) earnings per share and book value. Results of these analyses led us to select EBITDA analysis and 2004(E) earnings per share analysis as most comparable to Project Tigers.

C. COMPARABLE PUBLIC COMPANY ANALYSIS We selected nine publicly traded truckload companies that we considered most comparable to Project Tigers. We eliminated three potential comparable public companies - (1) Landstar System, Inc. (Nasdaq: LSTR); (2) Swift Transportation Co., Inc. (Nasdaq: SWFT); and (3) Werner Enterprises, Inc. (Nasdaq: WERN) - because of market capitalization and scope differences. All three excluded companies have a market capitalization greater than $1 billion. The rest of the comparable companies, like Project Tigers, have equity market capitalizations under $300 million, creating an illiquidity discount in trading multiples. Since Landstar, Swift and Werner are actively traded, no discount is applied to their multiples. The three excluded companies also have a dense nationwide scope that does not fit Project Tigers' scope. While we determined that Celadon Group, Inc. (Nasdaq: CLDN), Covenant Transport, Inc. (Nasdaq: CVTI), Frozen Food Express Industries, Inc. (Nasdaq: FFEX), Marten Transport, Ltd. (Nasdaq: MRTN), P.A.M. Transportation Services, Inc. (Nasdaq: PTSI), Smithway Motor Xpress, Inc. (Nasdaq: SMXC), Transport Corporation of America, Inc. (Nasdaq: TCAM), USA Truck, Inc. (Nasdaq: USAK) and U.S. Xpress Enterprises, Inc. (Nasdaq: XPRSA) were the most appropriate comparable public companies, there is no direct public comparable company for Project Tigers. The closest public comparable companies are Frozen Food Express Industries, Inc. (Nasdaq: FFEX), Smithway Motor Xpress, Inc. (Nasdaq: SMXC) and Transport Corporation of America, Inc. (Nasdaq: TCAM). These companies, like Project Tigers, are characterized by: Lack of research analyst coverage Low trading volume Small market capitalization

C. COMPARABLE PUBLIC COMPANY ANALYSIS Summary Comparison of Operating and Valuation Data for Selected Companies within the Trucking Industry ($ in millions, except per share data) ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. 2004E P/E divided by First Call mean 3-5 year growth rate. Assumes $7.00 offer price. Excludes non-recurring items. Calculations may vary due to rounding.

C. COMPARABLE PUBLIC COMPANY ANALYSIS ________________________ Note: The valuation ranges produced from (a) EBIT multiples and (b) Book Value multiples produced valuation ranges that were not meaningful. Comparable Public Company Analysis resulted in: (a) a range of LTM EBITDA multiples between 5.1x to 5.0x and (b) 04' Estimated Net Income multiples between 15.9x to 16.2x. Comparable Public Company Analysis Summary - LTM EBITDA ($ in millions, except per share data) Comparable Public Company Analysis Summary - 04' Estimated Net Income ($ in millions, except per share data)

D. COMPARABLE M&A TRANSACTIONS ANALYSIS A comparable M&A transactions analysis utilizes change of control transactions, and the resulting implied enterprise value multiples, involving companies in the same or similar business as the Company. We utilized this analysis for Project Tigers, and we analyzed the acquisitions of publicly traded and privately held targets and applied the range of multiples of these transactions to the financial results of Project Tigers. In this analysis, we identified 20 M&A transportation transactions. However, each of the transactions identified has characteristics that differentiate it from Project Tigers. We selected nine transactions that were most comparable to Project Tigers based on transaction size. However, we discount this analysis metric due to the fact that there are no pure-play flat bed carriers in the M&A transaction universe.

D. COMPARABLE M&A TRANSACTIONS ANALYSIS Comparison Multiples for Selected Transactions within the Trucking Industry ($ in millions, January 1, 1998 - August 31, 2003) ________________________ Note: Non-shaded transactions excluded from min, mean, median and max calculations.

D. COMPARABLE M&A TRANSACTIONS ANALYSIS Comparable M&A Transaction Analysis Summary - EBITDA ($ in millions, except per share data) ________________________ Note: Comparable M&A Transactions Analysis resulted in a range of EBITDA multiples between 4.8x to 5.1x.

A discounted cash flow analysis ("DCF") estimates the value of a company that is equal to the present value of its future free cash flows plus the present value of its terminal value. A DCF valuation focuses on the future effects of existing business strategies on cash flows and deals specifically with a number of key factors, including revenue growth, profitability, reinvestment in fixed assets and working capital and the payment of all debt. In order to derive the discount rate used in the DCF, we calculated the Company's weighted average cost of capital ("WACC"). WACC is the calculation of a firm's cost of capital that is determined by weighting each category of capital proportionately then adding them together. Included in the WACC calculation are all capital sources including: common stock, preferred stock, bonds, and any other long term debt. E. DISCOUNTED CASH FLOW ANALYSIS

E. DISCOUNTED CASH FLOW ANALYSIS

($ in millions) E. DISCOUNTED CASH FLOW ANALYSIS ($ in millions)

Net Present Value Analysis Summary ($ in millions) E. DISCOUNTED CASH FLOW ANALYSIS

E. DISCOUNTED CASH FLOW ANALYSIS Sensitivity Analysis Summary ($ in millions)

E. DISCOUNTED CASH FLOW ANALYSIS Discounted Cash Flow Analysis Summary ($ in millions, except per share data) ________________________ Note: Data relies on Company projections. Discounted Cash Flow Analysis included, without limitation the following assumptions: (a.) range of discount rates from 12.5% to 13.5% and (b.) range of EBITDA multiples of 4.25x to 4.75x.

A leveraged buyout analysis ("LBO") is a means of establishing the value of a company assuming that it was purchased by a financial buyer. An LBO analysis assumes the acquisition or recapitalization of a company financed primarily by incurring debt that is serviced by the post-LBO operating cash flow of the company. We utilized the LBO analysis to estimate the value of Project Tigers. We assumed the Company was acquired by a financial buyer whose target internal rate of return ("IRR") was between 30- 35% per annum and maintains a five-year investment horizon. F. LEVERAGED BUYOUT ANALYSIS

F. LEVERAGED BUYOUT ANALYSIS Sources and Uses and Transaction Multiples Summaries ($ in millions) ________________________ Note: Leveraged Buyout Analysis assumes: (a) acquiror requires an IRR between 30-35% and (b) acquires 40% of the fully diluted shares outstanding which are not already held by the Investor Group.

F. LEVERAGED BUYOUT ANALYSIS Financial and Leverage Assumptions and Return Summaries ($ in millions)

Leveraged Buyout Analysis Summary ($ in millions, except per share data) F. LEVERAGED BUYOUT ANALYSIS ________________________ Note: Data relies on Company projections. Leveraged Buyout Analysis included, without limitation the following assumptions (a) minimum return to financial sponsor of 20.0%; (b) range of EBITDA multiples of 4.0x to 5.0x; and (c) total debt to EBITDA not to exceed 2.9x.

A comparable going private transactions analysis is a means of estimating the appropriate range of premiums to Project Tigers' common stock price that shareholders should receive in a going private transaction. We utilized the comparable going private transactions analysis to value Project Tigers' equity. G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Revenue less than $250 million in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to December 2003 with Premia between 0% - - 100% in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

Premium Paid Analysis Summary ($ in millions, except per share data) G. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS ________________________ Note: Premium Paid Analysis based on: (a) a one month, one week and one day comparable going private premiums paid and (b) volume weighted average common stock price for the Company over a one month, one week and one day period ending December 30, 2003.

One Week Relative Stock Performance ADDENDA A - Analysis of Project Tigers' Relative Stock Performance ________________________ Note: Source: FactSet.

ADDENDA A - Analysis of Project Tigers' Relative Stock Performance One Month Relative Stock Performance ________________________ Note: Source: FactSet.

ADDENDA A - Analysis of Project Tigers' Relative Stock Performance Three Months Relative Stock Performance ________________________ Note: Source: FactSet.

ADDENDA A - Analysis of Project Tigers' Relative Stock Performance Six Months Relative Stock Performance ________________________ Note: Source: FactSet.

ADDENDA A - Analysis of Project Tigers' Relative Stock Performance One Year Relative Stock Performance ________________________ Note: Source: FactSet.

ADDENDA B - Analysis of Risk Free Rate Risk Free Rate Analysis ________________________ Note: Source: Bloomberg LP.

ADDENDA C - Analysis of Project Tigers' Beta and Trading Volume Project Tigers' Historical Average Beta and Daily Trading Volume (Average data as of December 30, 2003) ________________________ Note: Source: Bloomberg LP.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. 2004E P/E divided by First Call mean 3-5 year growth rate. Excludes non-recurring items. Calculations may vary due to rounding.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. 2004E P/E divided by First Call mean 3-5 year growth rate. Excludes non-recurring items. Calculations may vary due to rounding.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. Total Enterprise Value = Market Capitalization of Equity + Total Debt - Cash + Market Value of Minority Interest. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. 2004E P/E divided by First Call mean 3-5 year growth rate. Excludes non-recurring items. Calculations may vary due to rounding.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. TTM = "Trailing Twelve Months". Excludes non-recurring items. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. First Call mean 3-5 year growth estimates. Capital Expenditures, net of sales. Free Cash Flow=Cash Flow from Operating Activities - Capital Expenditures, net of sales.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. TTM = "Trailing Twelve Months". Excludes non-recurring items. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. First Call mean 3-5 year growth estimates. Capital Expenditures, net of sales. Free Cash Flow=Cash Flow from Operating Activities - Capital Expenditures, net of sales.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , First Call, and Legg Mason Research estimates. TTM = "Trailing Twelve Months". Excludes non-recurring items. Legg Mason estimates for those rated and First Call mean estimates for unrated securities. First Call mean 3-5 year growth estimates. Capital Expenditures, net of sales. Free Cash Flow=Cash Flow from Operating Activities - Capital Expenditures, net of sales.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , Bloomberg, and Legg Mason Research estimates. Capitalization of off-balance sheet leases utilizes S&P methodology.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , Bloomberg, and Legg Mason Research estimates. Capitalization of off-balance sheet leases utilizes S&P methodology.

ADDENDA D - Legg Mason Transportation Comparable Companies ________________________ Notes: Source: Company data , Bloomberg, and Legg Mason Research estimates. Capitalization of off-balance sheet leases utilizes S&P methodology.

Legg Mason Wood Walker Incorporated Valuation Findings as Presented to the Special Committee of the Board of Directors of Project Tigers December 30, 2003 Confidential- not for duplication.

TABLE OF CONTENTS Introduction Legg Mason's Engagement Overview of Project Tigers Valuation Analysis Summary Analysis Purchase Price Ratio Matrix Comparable Public Company Analysis Comparable M&A Transactions Analysis Discounted Cash Flow Analysis Leveraged Buyout Analysis Comparable Going Private Transaction Analysis Addenda Analysis of Project Tigers' Relative Stock Performance Analysis of Risk Free Rate Analysis of Project Tigers' Beta and Trading Volume Legg Mason Transportation Comparable Companies

EX-99.(C)(2)

PRESENTATION