SC 13E3/A

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, DC 20549

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

(Amendment No. 3)*

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	PAMELA K. PHILLIPS
Bradley Arant Rose & White LLP	LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1819 Fifth Avenue North	50 North Laura, Suite 2800
Birmingham, Alabama 35203 (205) 521-8000	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.	þ 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: þ
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**
$9,258,927	$	1,173

*	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 $9.18 per share and (ii) multiplying the difference between $9.18 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.

     þ 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, $305

Form or Registration No.: Schedule 14A

Filing Party: Boyd Bros. Transportation Inc.

Date Filed: February 3, 2004; July 16, 2004

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
EX-99.(B)(2) REVISED COMMITMENT LETTER
EX-99.(C)(1) LEGG MASON LETTER
EX-99.(C)(8) PRESENTATION

1

INTRODUCTION

     This Amendment No. 3 to the 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, as amended by Amendment No. 1 to Agreement and Plan of Merger dated April 27, 2004, Amendment No. 2 to Agreement and Plan of Merger dated June 30, 2004 and Amendment No. 3 to Agreement and Plan of Merger dated July 9, 2004 (the merger agreement as amended, the “merger agreement”), 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 $9.18 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 Amendment No. 3 to the 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. 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.

2

(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

3

	— 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.

4

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,” “SUMMARY — Affiliated Stockholders’ Purposes and Reasons for the Merger,” “SPECIAL FACTORS — Background of 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

5

	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,” “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 — Mergerco and Affiliated Stockholders’ Position as to the Fairness of the Merger” 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.

6

(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,” “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” “WHERE STOCKHOLDERS CAN FIND MORE INFORMATION” and “FINANCIALS” 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.

7

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 July 16, 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).
(a)(5)(2)	Press release issued by the Company on May 5, 2004 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on May 5, 2004).
(a)(5)(3)	Press release issued by the Company on July 9, 2004 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on July 12, 2004).
(b)(1)	Commitment Letter from General Electric Capital Corporation dated May 26, 2004.*
(b)(2)	Revised Commitment Letter from General Electric Capital Corporation dated July 13, 2004.
(c)(1)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 30, 2003.
(c)(2)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 30, 2003. *
(c)(3)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 16, 2003.*
(c)(4)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated September 25, 2003.*
(c)(5)	Draft Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 15, 2003.*
(c)(6)	Data Table prepared by Morgan Keegan & Co., Inc., provided to Affiliated Stockholders prior to November 11, 2003 meeting of the special committee of the board of directors.*
(c)(7)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated July 8, 2004 (incorporated by reference to Appendix C of the Proxy Statement).
(c)(8)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated July 8, 2004.
(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)	Amendment No. 1 to Agreement and Plan of Merger, dated April 27, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-1 to the Proxy Statement).
(d)(3)	Amendment No. 2 to Agreement and Plan of Merger, dated June 30, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-2 to the Proxy Statement).
(d)(4)	Amendment No. 3 to Agreement and Plan of Merger, dated July 9, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-3 to the Proxy Statement).

8

Exhibit
Number	Description
(d)(5)	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).
(d)(6)	Amendment No. 1 to Contribution Agreement, dated April 27, 2004, 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-1 to the Proxy Statement).
(d)(7)	Amendment No. 2 to the Contribution Agreement, dated June 30, 2004, 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-2 to the Proxy Statement).
(d)(8)	Amendment No. 3 to Contribution Agreement, dated July 9, 2004, 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-3 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.

* Previously filed.

9

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: July 16, 2004	By:	/s/ RICHARD C. BAILEY
		Name:	Richard C. Bailey
		Title:	Chief Financial Officer and Chief Operating Officer
	BBT ACQUISITION CORPORATION
Date: July 16, 2004	By:	/S/ GAIL B. COOPER
		Name:	Gail B. Cooper
		Title:	President

Date: July 16, 2004	/S/ DEMPSEY BOYD
	Dempsey Boyd
Date: July 16, 2004	/S/ FRANCES S. BOYD
	Frances S. Boyd
Date: July 16, 2004	/S/ GAIL B. COOPER
	Gail B. Cooper
Date: July 16, 2004	/S/ GINGER B. TIBBS
	Ginger B. Tibbs

10

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 16, 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).
(a)(5)(2)	Press release issued by the Company on May 5, 2004 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on May 5, 2004).
(a)(5)(3)	Press release issued by the Company on July 9, 2004 (incorporated herein by reference to the Company’s filing with the Securities and Exchange Commission under cover of Schedule 14A on July 12, 2004).
(b)(1)	Commitment Letter from General Electric Capital Corporation dated May 26, 2004.*
(b)(2)	Revised Commitment Letter from General Electric Capital Corporation dated July 13, 2004.
(c)(1)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 30, 2003.
(c)(2)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 30, 2003. *
(c)(3)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated December 16, 2003.*
(c)(4)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated September 25, 2003.*
(c)(5)	Draft Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated December 15, 2003.*
(c)(6)	Data Table prepared by Morgan Keegan & Co., Inc., provided to Affiliated Stockholders prior to November 11, 2003 meeting of the special committee of the board of directors.*
(c)(7)	Fairness Opinion of Legg Mason Wood Walker, Incorporated, dated July 8, 2004 (incorporated by reference to Appendix C of the Proxy Statement).
(c)(8)	Presentation by Legg Mason Wood Walker, Incorporated to the Company’s special committee of the board of directors, dated July 8, 2004.
(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)	Amendment No. 1 to Agreement and Plan of Merger, dated April 27, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-1 to the Proxy Statement).
(d)(3)	Amendment No. 2 to Agreement and Plan of Merger, dated June 30, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-2 to the Proxy Statement).
(d)(4)	Amendment No. 3 to Agreement and Plan of Merger, dated July 9, 2004, by and between BBT Acquisition Corporation and the Company (incorporated herein by reference to Appendix A-3 to the Proxy Statement).
(d)(5)	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).
(d)(6)	Amendment No. 1 to Contribution Agreement, dated April 27, 2004, 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-1 to the Proxy Statement).

Exhibit
Number	Description
(d)(7)	Amendment No. 2 to the Contribution Agreement, dated June 30, 2004, 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-2 to the Proxy Statement).
(d)(8)	Amendment No. 3 to Contribution Agreement, dated July 9, 2004, 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-3 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.

* Previously filed.

EX-99.(B)(2)

EXHIBIT 99(b)(2)

[GE CAPITAL LETTERHEAD]

July 13, 2004

CONFIDENTIAL

Boyd Bros. Transportation Inc.
3275 Highway 30
Clayton, Alabama 36016
Attn: Richard Bailey, Chief Financial Officer

Re: Commitment Letter

Ladies and Gentlemen:

     Reference is made to that certain letter agreement, dated as of April 28, 2004 (as amended and restated on May 26, 2004, the “Existing Commitment Letter”), between General Electric Capital Corporation (the “Agent”) and Boyd Bros. Transportation Inc. (“Boyd”), WTI Transport, Inc. (“WTI”) and Boyd Logistics, Inc. (“Logistics”) (Boyd, WTI and Logistics are collectively referred to as the “Borrowers” and individually as a “Borrower”). The Borrowers and the Agent desire to amend certain terms and conditions contained in the Existing Commitment Letter in accordance with the terms and conditions contained herein. As such, the Borrowers and the Agent, intending to be legally bound, agree that the Existing Commitment Letter is hereby amended and restated in its entirety as follows:

Borrowers have advised Agent that the Borrowers are seeking up to $50,000,000 of financing (the “Financing”) in support of financing the redemption of certain publicly-held capital stock of Boyd in a “going private” transaction (the “Transaction”) and to refinance certain outstanding indebtedness of the Borrowers.

We anticipate that each Borrower is a domestic operating company that directly owns substantially all of the assets used in its business, WTI and Logistics are wholly-owned subsidiaries of Boyd and that the Borrowers have no other subsidiaries.

You have asked that the Financing consist of a $13,000,000 Senior Secured Revolving Credit Facility (“Revolver”) and a $37,000,000 Senior Secured Term Loan (“Term Loan”).

Based on our understanding of the Transaction as described above and the information which you have provided to us to date, GE Capital is pleased to offer its commitment to provide the Financing described in this Commitment Letter in the amount of $50,000,000, subject to the following terms and conditions.

Boyd Bros. Transportation Inc.
July 13, 2004

AGENT:	GE Capital.
LENDERS:	GE Capital and other persons who take assignment of its interest after the Closing Date.
SUMMARY OF PROPOSED TERMS FOR REVOLVER
BORROWERS:	Boyd, WTI and Logistics
MAXIMUM REVOLVER AMOUNT:	$13,000,000 (including a Letter of Credit Subfacility of up to $7,000,000). Letters of Credit will be issued either by a bank and/or by GE Capital and/or one of its affiliates, on terms acceptable to Agent, and will be guaranteed or otherwise backed by the Revolver Lenders.
TERM:	60 months.
AVAILABILITY:	Borrowing Availability on a combined basis will be limited to the sum of (i) up to 85% of the Borrowers’ eligible accounts receivable and (ii) up to 50% of the Borrowers’ eligible inventory valued at the lower of cost (FIFO) or market, in each of clauses (i) and (ii) less reserves (the “Revolving Borrowing Base”), but not to exceed the Maximum Revolver Amount. Availability from inventory shall not exceed $1,000,000. Availability for each Borrower will be limited to its separate Revolving Borrowing Base. Agent will retain the right from time to time to establish or modify advance rates, standards of eligibility and reserves against availability. The face amount of all letters of credit outstanding under the Letter of Credit Subfacility will be reserved in full against availability.
SUMMARY OF PROPOSED TERMS FOR TERM LOAN FACILITY
BORROWERS:	Boyd, WTI and Logistics
MAXIMUM TERM LOAN AMOUNT:	$37,000,000 available in multiple draws under conditions to be defined in the definitive Financing documentation.

2

Boyd Bros. Transportation Inc.

July 13, 2004

AVAILABILITY:	Borrowing Availability on a combined basis will be limited to the sum of (i) up to 85% of the appraised net orderly liquidation value of Borrowers’ existing equipment, (ii) up to 80% of the “hard” costs of purchased equipment (until such equipment is appraised, then it shall be valued on a net orderly liquidation value basis) and (iii) up to 50% of the appraised fair market value of real estate, in each of clauses (i), (ii) and (iii) less reserves (the “Term Borrowing Base”), but not to exceed the Maximum Term Loan Amount. Appraised values for equipment and real estate to be based on appraisals in form and substance satisfactory to Agent. Availability for each Borrower will be limited to its separate Term Borrowing Base. Agent will retain the right from time to time to establish or modify advance rates, standards of eligibility and reserves against availability.
TERM:	60 months. If the Revolver is terminated, this Term Loan will immediately be due and payable in full.
AMORTIZATION:	Level monthly principal payments utilizing a 5-year amortization period for term loan advances made on the closing date. Any term loan advances made after the closing date will have level monthly principal payments utilizing a 7-year amortization and a balloon payment at maturity.
	Amortization will be allocated among the Borrowers based upon their respective allocations of the Term Loan.
TERMS OF GENERAL APPLICABILITY   USE OF PROCEEDS:	Loans made on the date the Financing is consummated (the “Closing Date”) will be used to finance the Transaction in an amount not to exceed $9,250,000, to refinance certain indebtedness of Borrowers and to fund certain fees and expenses associated with the Transaction and the Financing. Loans made after the Closing Date will be used for Borrowers’ working capital purposes and permitted capital expenditures.

3

Boyd Bros. Transportation Inc.
July 13, 2004

BORROWER REPRESENTATIVE:	Each Borrower will appoint one of the Borrowers as its agent for administrative purposes of the Financing (the “Borrower Representative”).
INTEREST:
Rates:	At Borrower Representative’s option, all loans will bear interest at either (a) a floating rate equal to the Index Rate plus the Applicable Margin(s) or (b) absent a default, a fixed rate for periods of one, two or three months equal to the reserve adjusted London Interbank Offered Rate (“LIBOR Rate”) plus the Applicable Margin(s).
Payment Dates:	Interest will be payable monthly in arrears for Index Rate loans and at the expiration of each LIBOR period for LIBOR loans.
Other Terms:	All interest will be calculated based on a 360 day year and actual days elapsed. The Financing documentation will contain (a) LIBOR breakage provisions and LIBOR borrowing mechanics, (b) LIBOR Rate definitions, and (c) the Index Rate definition will equal the higher of the prime rate as reported by The Wall Street Journal or the overnight Federal funds rate plus 50 basis points.
APPLICABLE MARGINS:	The following Applicable Margins (consisting of per annum rate margins) shall apply until the Applicable Margins are adjusted as described below:
	Applicable Revolver Index Margin Applicable Revolver LIBOR Margin Applicable Term Loan Index Margin Applicable Term Loan LIBOR Margin Applicable L/C Margin	1.25% 3.00% 1.25% 3.00% 1.50%
	Starting with the delivery to the Agent of Borrowers’ consolidated quarterly financial statements for the fiscal quarter ending September 30, 2005, the Applicable Margins shall be subject to adjustment (up or down) prospectively, based on Borrowers’ consolidated financial performance for the trailing four quarters most recently ended in accordance with the grid attached as Schedule I.

4

Boyd Bros. Transportation Inc.
July 13, 2004

	The definitive Financing documentation will contain provisions regarding the delivery of financial statements, and the timing and mechanics of subsequent prospective adjustments in Applicable Margins. If a default is continuing at the time that a reduction in Applicable Margins is to be implemented, that reduction will be deferred until the first month commencing after the cure or waiver thereof.
FEES:	In addition to the fees payable to GE Capital as specified in the fee letter among Borrowers and GE Capital of even date herewith (the “Fee Letter”), the following fees will be payable to Agent under the Financing documentation:
Letter of Credit Fee:	Equal to the Applicable L/C Margin per annum (calculated on the basis of a 360-day year and actual days elapsed) on the face amount of the letters of credit under the Revolver, payable monthly in arrears, plus any costs and expenses incurred by Agent in arranging for the issuance or guaranty of Letters of Credit and any charges assessed by the issuing financial institution.
Unused Facility Fee:	Equal to 0.50% per annum (calculated on the basis of a 360-day year and actual days elapsed) on the average unused daily balance of the Revolver, payable monthly in arrears.
Prepayment Premium:	Payable in the event that the Revolver Commitment is reduced or terminated or if the Borrowers prepay all or any portion of the Term Loan other than as a result of Mandatory Prepayments (as hereinafter defined) prior to the third anniversary of the Closing Date, in an amount equal to the Revolver Maximum Amount plus the amount being prepaid on the Term Loan, multiplied by 3% upon a prepayment during the first year following the Closing Date, 2% upon a prepayment during the second year following the Closing Date and 1% upon a prepayment during the third year following the Closing Date.
Wire Transfer Fee:	A wire transfer fee of $25 per wire transfer made by Agent in connection with the forwarding by a Borrower or any other person on behalf of a Borrower of the proceeds of any loan.

5

Boyd Bros. Transportation Inc.
July 13, 2004

DEFAULT RATES:	From and after the occurrence of a default, the interest rates applicable to all Loans and the Letter of Credit Fee will be increased by 2.00% per annum over the interest rate or Letter of Credit Fee otherwise applicable and such interest and fees will be payable on demand.
SECURITY:	To secure all obligations of Borrowers to Agent and Lenders, Agent, for itself and the ratable benefit of Lenders, will receive a fully perfected first priority security interest in all of the existing and after acquired real and personal, tangible and intangible assets of each Borrower and their respective subsidiaries, if any, including, without limitation, all cash, cash equivalents, bank accounts, accounts, other receivables, chattel paper, contract rights, inventory (wherever located), instruments, documents, securities (whether or not marketable), equipment, fixtures, real property interests (excluding real estate located in Cofield, North Carolina that has a fair market value of less than $500,000), franchise rights, patents, trade names, trademarks, copyrights, intellectual property, general intangibles, investment property, supporting obligations, letter of credit rights, commercial tort claims, causes of action and all substitutions, accessions and proceeds of the foregoing (including insurance proceeds) (collectively, the “Collateral”).
	All Collateral will be free and clear of other liens, claims and encumbrances, except permitted liens and encumbrances acceptable to Agent.
	In addition, Agent shall receive a pledge of all of the issued and outstanding stock of all subsidiaries of each Borrower.
	Each Borrower will cross-guarantee the obligations of each other Borrower under the Financing documents. All such obligations will be cross-defaulted to each other and to all other material indebtedness of any Borrower and any of its subsidiaries. All such obligations shall be cross-collateralized with each other and cross-collateralized and guaranteed by any and all subsidiaries of any Borrower.

6

Boyd Bros. Transportation Inc.
July 13, 2004

	Agent is authorized to pre-file financing statements and other evidences of liens with respect to all of the Collateral, including “all-assets” filings, if applicable, naming Agent as secured party.
MANDATORY PREPAYMENTS:	Borrowers shall make prepayments against principal in the following amounts: (a) all net proceeds of any sale or other disposition of assets of any Borrower and any of their respective subsidiaries, if any, (other than proceeds from the sale of rolling stock that are reinvested within 90 days of receipt or proceeds from the sale of other assets that are reinvested within 180 days of receipt), (b) subject to exceptions for repairs and replacements, all net insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any assets of any Borrower or their respective subsidiaries, if any, and (c) 100% of the net cash proceeds from the sale or issuance of equity or debt securities.
	These payments generally will be applied against principal installments due, in the inverse order of maturity, on the Term Loan until such loan is paid in full and thereafter against the Revolver. Prepayments by any Borrower will be applied first to the obligations of that Borrower and thereafter to the obligations owing by the other Borrowers, pro rata.
VOLUNTARY PREPAYMENTS:	Borrowers may voluntarily prepay all or any portion of the Term Loan in minimum amounts of $500,000 at any time, upon at least 5 days’ prior written notice. All voluntary prepayments will be accompanied by the prepayment premium described above and LIBOR breakage costs, if any.
FINANCIAL REPORTING:	The Financing documentation will require the Borrowers, on a monthly basis, to provide to Agent and Lenders internally prepared financial statements. Annually, Borrowers will be required to provide audited financial statements, a board approved operating plan for the subsequent year, and a communications letter from Borrowers’ auditors. Borrowers will provide Borrowing Base Certificates on a monthly basis (or as requested by Agent), quarterly and annual appraisals of equipment, audits and other information reasonably requested by the Agent, all costs to be at Borrowers’ expense. All financial statements shall be prepared on a consolidated and consolidating basis.

7

Boyd Bros. Transportation Inc.
July 13, 2004

DOCUMENTATION:	The Financing documentation will contain representations and warranties; conditions precedent; affirmative, negative and financial covenants; indemnities; events of default and remedies as required by Agent. Relevant documents, such as Transaction documents, equity or stockholder agreements, incentive and employment agreements, tax agreements, and other material agreements, to be acceptable to Agent.
FINANCIAL COVENANTS:	Borrowers shall comply with the following financial covenants, each of which shall be calculated in accordance with GAAP consistently applied:
	Maximum Capital Expenditures:
	Borrowers and their subsidiaries, on a consolidated basis, shall not make gross capital expenditures that exceed (i) $18,100,000 during the 12-month period ending December 31, 2004, (ii) $18,200,000 during the 12-month period ending December 31, 2005 or (iii) $13,300,000 during any 12-month period ending on December 31 thereafter.
	Minimum Fixed Charge Coverage Ratio. Borrowers and their subsidiaries shall have on a consolidated basis at the end of each fiscal quarter following the Closing Date, a fixed charge coverage ratio for the 12-month period then ended of not less than 1.20:1.00.
	Minimum Borrowing Availability. Borrowers shall maintain availability under the Revolver Borrowing Base of not less than $1,500,000 at all times.
	Maximum Leverage Ratio. Borrowers and their subsidiaries on a consolidated basis shall have, at the end of each fiscal quarter, a leverage ratio as of the last day of such fiscal quarter and for the 12-month period then ended of not more than 3.50:1.00.

8

Boyd Bros. Transportation Inc.
July 13, 2004

OTHER TERMS: GE Capital’s commitment with respect to the Financing is conditioned upon satisfaction of the following conditions as of the Closing Date, and the Financing documents will require, among other things, compliance with covenants pertaining to the following (all in form and substance satisfactory to Agent):

• Cash management systems for each Borrower acceptable to Agent. Agent will have full cash dominion by means of lock boxes and blocked account agreements executed at or prior to closing of the Financing.

• Commercially reasonable insurance protection for the Borrowers’ industry, size and risk and the Agent’s collateral protection (terms, underwriter, scope, and coverage to be acceptable to Agent); Agent named as loss payee (property/casualty) and additional insured (liability); and non-renewal/cancellation/amendment riders to provide 30 days advance notice to Agent.

• Compliance with applicable laws, decrees, and material agreements or obtaining of applicable consents and waivers.

• General and collateral releases from prior lenders, customary corporate and estoppel certificates, landlord/mortgagee/bailee waivers and consignment or similar filings.

• Limitations on commercial transactions, management agreements, service agreements, and borrowing transactions between any Borrower and its officers, directors, employees and affiliates and intercompany loans among Borrowers.

• Limitations on, or prohibitions of, cash dividends, other distributions to equity holders, payment of management fees to affiliates and redemption of common or preferred stock.

• Prohibitions of mergers, acquisitions, sale of any Borrower, its stock or a material portion of its assets.

9

Boyd Bros. Transportation Inc.

July 13, 2004

• Prohibitions of a direct or indirect change in control of Borrowers.

• Agent’s and Lenders’ rights of inspection, access to facilities, management and auditors.

• Customary yield protection provisions, including, without limitation, provisions as to capital adequacy, illegality, changes in circumstances and withholding taxes.

• To the extent requested by Agent, environmental surveys or reviews in scope and form, by firms, and with results acceptable to Agent.

• Real estate and equipment appraisals in form and substance acceptable to Agent reflecting asset values at levels acceptable to Agent. The appraisals will be performed by appraisers retained by Agent (or retained by the Borrowers provided that such appraisers provide reliance letters to Agent in form and substance acceptable to Agent).

• Governing law: New York.

OTHER CONDITIONS: GE Capital’s commitment with respect to the Financing will be further conditioned upon the following (all to Agent’s satisfaction):

• Delivery of Transaction documents to Agent in a timely manner. The Transaction shall have been consummated on terms satisfactory to Agent.

• Completion by Agent of all business, environmental and legal due diligence (including, without limitation, a pre-funding collateral review) with results satisfactory to Agent. Without limiting the foregoing, the corporate structure, capital structure, other debt instruments, material contracts, and governing documents of each Borrower and its affiliates, and tax and legal effects resulting from Transaction, must be acceptable to Agent.

• Background and reference checks results satisfactory to Agent on: (i) each Borrower and any of its affiliates and (ii) its CEO, CFO and shareholders; in each case, as determined by Agent in its sole discretion.

10

Boyd Bros. Transportation Inc.

July 13, 2004

• Minimum excess availability for Borrowers in the aggregate at closing (on a pro forma basis, with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without deterioration of working capital) of $7,000,000 (excluding the effect of the Transaction).

• EBITDA for the 7 month period ending July 31, 2004 shall be greater than $9,500,000.

• Agent shall have received Borrowers’ audited financial statements for the periods ending December 31, 2002 and 2003 (together with the opinion letter and any management letters delivered in connection therewith) and unaudited financial statements for the period ending July 31, 2004.

• With respect to all collateral requiring motor vehicle titles, delivery of competed and signed title applications and/or powers of attorney, necessary to record Agent’s first priority lien position and/or ownership rights, along with (i) any agreements necessary to ensure release of existing liens upon funding the Transaction and payment of the prior lien holder, (ii) delivery of actual titles or manufacturer’s statements of origin and (iii) completion and delivery of any other documentation that Agent’s and/or its counsel deem necessary to ensure its first priority lien position and/or its ownership rights.

• With respect to any real estate collateral, receipt of real property surveys, title commitments and title insurance policies in amount, form and from, as applicable, an issuer satisfactory to Agent.

• Receipt of all necessary or appropriate third party and governmental waivers and consents.

11

Boyd Bros. Transportation Inc.

July 13, 2004

• Satisfactory opinions of counsel from Borrowers’ counsel (including local counsel as requested) reasonably acceptable to Agent.

• As of the Closing Date, there will have been (i) since Borrowers’ last audited financial statements, no material adverse change, individually or in the aggregate, in the business, financial or other condition of any Borrower or the Borrowers taken as a whole, the industry in which any Borrower operates, or the collateral which will be subject to the security interest granted to Agent and Lenders or in the prospects or projections of any Borrower or the Borrowers taken as a whole, (ii) no litigation commenced which, if successful, would have a material adverse impact on any Borrower or the Borrowers taken as a whole, its or their business, or its or their ability to repay the loans, or which would challenge the transactions under consideration and (iii) since Borrowers’ last audited financial statements, no material increase in the liabilities, liquidated or contingent, of any Borrower or the Borrowers taken as a whole, or a material decrease in the assets of any Borrower or the Borrowers taken as a whole, or a material decrease in the assets of any Borrower or the Borrowers taken as a whole.

GE Capital’s commitment hereunder is subject to the execution and delivery of final legal documentation acceptable to GE Capital and its counsel incorporating, without limitation, the terms set forth in this Commitment Letter.

By signing this Commitment Letter, each party acknowledges that this Commitment Letter supersedes any and all discussions and understandings, written or oral, between or among GE Capital and any other person as to the subject matter hereof, including, without limitation, any prior commitment letters and the letter of interest dated February 11, 2004 between GE Capital Commercial Finance, Inc. and Boyd (collectively, the “Prior Letter”). No amendments, waivers or modifications of this Commitment Letter or any of its contents shall be effective unless expressly set forth in writing and executed by the parties hereto.

This Commitment Letter is being provided to you on the condition that, except as required by law, neither it, the Fee Letter, the Prior Letter, nor their contents will be disclosed publicly or privately except to those individuals who are your officers, employees or advisors who have a need to know of them as a result of their being specifically involved in the Transaction under

12

Boyd Bros. Transportation Inc.

July 13, 2004

consideration and then only on the condition that such matters may not, except as required by law, be further disclosed; provided, however, the Borrowers may disclose the contents of this Commitment Letter to the United States Securities and Exchange Commission (“SEC”), on a private and confidential basis, to the extent required by the SEC in connection with the SEC’s approval of the proxy materials for the Transaction. No person, other than the parties signatory hereto, is entitled to rely upon this Commitment Letter or any of its contents. No person shall, except as required by law, use the name of, or refer to, GE Capital, or any of its affiliates, in any correspondence, discussions, press release, advertisement or disclosure made in connection with the Transaction without the prior written consent of GE Capital.

Regardless of whether the commitment herein is terminated or the Transaction or the Financing closes, Borrowers, jointly and severally, agree to pay upon demand to GE Capital all out-of-pocket expenses (“Transaction Expenses”) which may be incurred by GE Capital in connection with the Financing or the Transaction (including all reasonable legal, environmental, and other consultant costs and fees incurred in the preparation of this Commitment Letter, the Fee Letter, the Prior Letter, and evaluation of and documenting of the Financing and the Transaction). Regardless of whether the commitment herein is terminated or the Transaction or the Financing closes, Borrowers, jointly and severally, shall indemnify and hold harmless each of GE Capital, the Lenders, their respective affiliates, and the directors, officers, employees, agents, attorneys and representatives of any of them (each, an “Indemnified Person”), from and against all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including, but not limited to, attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal), which may be instituted or asserted against or incurred by any such Indemnified Person in connection with, or arising out of, this Commitment Letter, the Fee Letter, the Prior Letter, the Financing or the Transaction under consideration, the documentation related thereto, any other financing related thereto, any actions or failures to act in connection therewith, and any and all environmental liabilities and legal costs and expenses arising out of or incurred in connection with any disputes between or among any parties to any of the foregoing, and any investigation, litigation, or proceeding related to any such matters. Notwithstanding the preceding sentence, indemnitors shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Under no circumstances shall GE Capital or any of its affiliates be liable to you or any other person for any punitive, exemplary, consequential or indirect damages which may be alleged in connection with this Commitment Letter, the Fee Letter, the Prior Letter, the Transaction, the Financing, the documentation related thereto or any other financing, regardless of whether the commitment herein is terminated or the Transaction or the Financing closes.

EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS COMMITMENT LETTER, THE FEE LETTER, THE PRIOR LETTER, ANY TRANSACTION RELATING HERETO OR THERETO, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, WHETHER SOUNDING IN

13

Boyd Bros. Transportation Inc.
July 13, 2004

CONTRACT, TORT OR OTHERWISE. Each party hereto consents and agrees that the state or federal courts located in New York County, City of New York, New York, shall have exclusive jurisdiction to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, the Fee Letter, the Prior Letter, the Financing or the Transaction under consideration, any other financing related thereto, and any investigation, litigation, or proceeding related to or arising out of any such matters, provided, that the parties hereto acknowledge that any appeals from those courts may have to be heard by a court (including an appellate court) located outside of such jurisdiction. Each party hereto expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waives any objection which such party may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

THIS COMMITMENT LETTER IS SOLELY FOR THE BENEFIT OF THE BORROWERS AND GE CAPITAL; NO PROVISION HEREOF SHALL BE DEEMED TO CONFER ANY RIGHTS WHATSOEVER ON ANY OTHER PERSON OR ENTITY AND MAY NOT BE RELIED UPON FOR ANY OTHER PURPOSE.

This Commitment Letter is governed by and shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed in that state.

GE Capital shall have access to all relevant facilities, personnel and accountants, and copies of all documents which GE Capital may request, including business plans, financial statements (actual and pro forma), books, records, and other documents of each Borrower.

This Commitment Letter shall be of no force and effect unless and until (a) this Commitment Letter and the Fee Letter is executed and delivered to the undersigned GE Capital on or before 5:00 p.m. Atlanta, Georgia time on July 16, 2004 at 1100 Abernathy Road, Suite 900 Atlanta, Georgia 30328 and (b) such delivery is accompanied by payment of the commitment fee required under the Fee Letter. Once effective, GE Capital’s commitment to provide financing in accordance with the terms of this Commitment Letter shall cease if the Transaction does not close, or the Financing is not funded for any reason, on or before September 15, 2004 and, notwithstanding any further discussions, negotiations or other actions taken after such date, neither GE Capital nor any of its affiliates shall have any liability to any person in connection with its refusal to fund the Financing or any portion thereof after such date.

14

Boyd Bros. Transportation Inc.
July 13, 2004

We look forward to continuing to work with you toward completing this transaction.

Our business is helping yours.

Sincerely, GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ William Doolittle
	William Doolittle
	Its Duly Authorized Signatory

AGREED AND ACCEPTED THIS
16TH DAY OF JULY 2004

BOYD BROS. TRANSPORTATION INC.

By: /s/ Richard Bailey

Its: Chief Financial Officer

WTI TRANSPORT, INC.

By: /s/ Richard Bailey

Its: Chief Financial Officer

BOYD LOGISTICS, INC.

By: /s/ Richard Bailey

Its: Chief Financial Officer

15

SCHEDULE I
APPLICABLE MARGINS

     The Applicable Margins may be adjusted by reference to the following grids:

	Level of
If Leverage Ratio is:	Applicable Margins:
Greater than or less than 3.00	Level I
<3.00, but Greater than or less than 2.50	Level II
<2.50, but Greater than or less than 2.00	Level III
<2.00	Level IV

Applicable Margins

	Level I			Level II			Level III			Level IV
Applicable Revolver Index Margin		1.25	%		1.00	%		0.75	%		0.50	%
Applicable Revolver LIBOR Margin		3.00	%		2.75	%		2.50	%		2.25	%
Applicable Term Loan Index Margin		1.25	%		1.00	%		0.75	%		0.50	%
Applicable Term Loan LIBOR Margin		3.00	%		2.75	%		2.50	%		2.25	%
Applicable L/C Margin		1.50	%		1.50	%		1.50	%		1.50	%

EX-99.(C)(1)

[Legg Mason Wood Walker, Incorporated Letterhead]

December 30, 2003

Special Committee of the Board of Directors

Boyd Bros. Transportation Inc.

3275 Highway 30

Clayton, Alabama 36016

Members of the Special Committee:

      We understand that Boyd Bros. Transportation Inc., a Delaware corporation (“Boyd Bros.” or the “Company”), proposes to enter into an Agreement and Plan of Merger (the “Agreement”) with BBT Acquisition Corporation (“BBT”), a newly formed Delaware corporation owned by an investor group that includes members of management of the Company (the “Investor Group”), pursuant to which BBT will merge with and into the Company, with the Company surviving the merger (the “Merger”) in a transaction intended to take the Company private. We further understand that the members of the Investor Group will contribute to BBT all shares of common stock of the Company that they own immediately prior to the Merger, and that in the Merger all outstanding shares of common stock of the Company (other than shares owned by BBT and other than shares owned by holders who exercise their dissenters rights under the Delaware Business Corporation Law) will be converted into the right to receive $7.00 per share in cash (the “Consideration”) upon the terms and subject to the conditions contained in the Agreement.

      You have requested our opinion as investment bankers as to the fairness, from a financial point of view, to the holders of the Company’s common stock (other than members of the Investor Group) of the amount of Consideration to be paid in the Merger.

      In arriving at our opinion set forth below, we have, among other things:

      (i) reviewed and analyzed the financial terms and conditions of the draft agreement and plan of merger by and between the Company and BBT Acquisition Corporation to be dated December 31, 2003;

      (ii) reviewed and analyzed certain publicly available audited and unaudited financial statements of Boyd Bros. and certain other publicly available information about Boyd Bros.;

      (iii) reviewed and discussed with representatives of the senior management of Boyd Bros. certain information of a business and financial nature furnished to us by them, including financial forecasts and related assumptions of Boyd Bros.;

      (iv) reviewed public information with respect to certain other companies in lines of business that we believe to be generally comparable to the business of Boyd Bros.;

      (v) reviewed the financial terms, to the extent publicly available, of certain business combinations relevant to our analysis;

      (vi) reviewed certain publicly available information concerning the historical stock price of Boyd Bros. common stock; and

      (vii) conducted such other financial studies, analyses and investigations and considered such other information as we deemed necessary or appropriate for purposes of our opinion.

      In connection with our review, we have assumed and relied, without any responsibility for independent verification, on the accuracy and completeness of the foregoing information, all financial and other information supplied to us by Boyd Bros., and all publicly available information. We have further relied

1

upon the assurances of management of the Company that they are unaware of any facts that would make the information provided incomplete or misleading. We have assumed, with your consent, that there has been no material change in the assets, financial condition, business or prospects of Boyd Bros. since the date of the most recent financial statements made available to us, and that any material liabilities (known or unknown, contingent or otherwise) and assets of the Company are set forth in the financial statements of the Company that we reviewed. We have not performed any independent valuation or appraisal of any of the assets or liabilities of the Company. Nor have we been furnished with any appraisals or valuations of the assets or liabilities of the Company. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies and assets may actually be sold. Because such estimates are inherently subject to uncertainty, Legg Mason assumes no responsibility for their accuracy. We have also assumed that the Merger will be consummated on the terms in the draft Agreement that we reviewed and that the terms of the final Agreement will not differ materially from those of the draft Agreement we reviewed.

      With respect to financial forecasts, we have assumed, and relied on the management of the Company that, they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The forecasts and projections were based on numerous variables and assumptions that are inherently uncertain, including, without limitation, facts related to general economic and market conditions. Accordingly, actual results could vary significantly from those set forth in such forecasts and projections. Legg Mason has relied on these forecasts and does not in any respect assume any responsibility for the accuracy or completeness thereof. Our opinion is necessarily based on share prices, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us up to and including, the date of this letter. In rendering our opinion, we did not address the relative merits of the Merger or any alternative potential transaction. Our opinion is limited to the fairness, from a financial point of view, to the holders of the Company’s common stock (other than members of the Investor Group) of the amount of Consideration and we express no opinion as to the underlying decision of the Special Committee regarding whether to approve the Merger. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to a business combination or other extraordinary transaction involving the Company. We have acted as financial advisor to the Special Committee with respect to the Merger and will receive a fee from the Company for our services. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. In the ordinary course of our business, we or our affiliates may actively trade securities of the Company for our or their own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

      We have undertaken no independent analysis of any pending or threatened litigation, possible unasserted claims or other contingent liabilities to which either the Company or its affiliates is a party or may be subject and our opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of such matters.

      It is understood that this letter is directed to the Special Committee of the Board of Directors of Boyd Bros. and does not constitute a recommendation to any holder of the Company’s common stock as to whether such stockholder should vote in favor of the Merger. This letter is not to be quoted or referred to, in whole or in part, in any tender offer document, registration statement, or document related to a sale of securities, nor shall this letter be used for any other purposes, without our prior written consent, provided that this opinion (and references to this opinion) may be included in its entirety in the Schedule 13E-3 and related proxy materials filed by Boyd Bros. or BBT with the Securities and Exchange Commission with respect to the Merger.

2

      Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the amount of Consideration to be paid in the Merger, is fair from a financial point of view to holders of common stock of the Company (other than the members of the Investor Group).

Very truly yours,

LEGG MASON WOOD WALKER, INCORPORATED

3 EX-99.(C)(8) 4 g86864a3exv99wxcyx8y.htm EX-99.(C)(8) 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 $9.18 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 July 7, 2004. 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, nor 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 July 7, 2004) ________________________ Note: Source: Bloomberg LP.

B. OVERVIEW OF PROJECT TIGERS ________________________ Note: Source: Bloomberg LP. Based on a 12 month trading volume analysis, 40.0% of Project Tigers shares have traded below $6.00.

Historical and Projected Income Statements ($ in millions) B. OVERVIEW OF PROJECT TIGERS ________________________ Note: 2004-2008 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 1990-1993 are from the Income Statement. For all subsequent periods, Depreciation and Amortization are from the Statement of Cash Flows. Fully Diluted Shares in FY 1990-1992 are calculated by dividing Pro Forma Net Income by Pro Forma Net Income per Share. Equity Value for FY 1990-1993 represents Book Value of Equity and Equity Value for FY 1994 - LTM 2004 represents Market Value of Equity. Net Debt for FY 1990-1991 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 2,950,653. (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 $9.18 Merger Price

B. 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) and 2005(E) earnings per share and book value. Results of these analyses led us to select EBITDA analysis and 2004(E) and 2005(E) earnings per share analysis as most comparable to Project Tigers.

B. 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

B. 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 $9.18 offer price. Excludes non-recurring items. Calculations may vary due to rounding.

B. 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) LTM EBITDA multiples of 4.7x, (b) 2004 Estimated Net Income multiples between 17.3x to 17.9x and (c) 2005 Estimated Net Income multiples between 13.3x to 13.4x. Comparable Public Company Analysis Summary - LTM EBITDA ($ in millions, except per share data) Comparable Public Company Analysis Summary - Estimated Net Income ($ in millions, except per share data) 2005 Estimated Income 2004 Estimated Income

C. 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 23 M&A transportation transactions. However, each of the transactions identified has characteristics that differentiate it from Project Tigers. We selected ten 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.

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

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

C. 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 4.5x to 4.6x.

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. D. DISCOUNTED CASH FLOW ANALYSIS

D. DISCOUNTED CASH FLOW ANALYSIS

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

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

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

D. 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 13.5% to 14.5% 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. E. LEVERAGED BUYOUT ANALYSIS

E. 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.

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

Leveraged Buyout Analysis Summary ($ in millions, except per share data) ________________________ 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 3.1x. E. LEVERAGED BUYOUT ANALYSIS

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. F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 with Premia between 0% - 100%) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 with Revenue less than $250 million in which a minority interest was acquired) ($ in millions) ________________________ Note: Source: SDC, Bloomberg LP and company filings.

F. COMPARABLE GOING PRIVATE TRANSACTIONS ANALYSIS Comparable Going Private Premiums Paid Implied Valuation (Includes Completed Going Private transactions, January 2001 to July 2004 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) F. 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 31, 2003, the day the proposed merger was announced.

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 July 7, 2004) ________________________ Note: Source: Bloomberg LP.

ADDENDA C - Analysis of Project Tigers' Beta and Trading Volume Comparable Company Average Beta and Daily Trading Volume (Average data as of July 7, 2004) ________________________ Note: Source: Bloomberg LP. Includes: CLDN, CVTI, FFEX, MRTN, PTSI, SMXC, TCAM, USAK, and XPRSA

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 July 8, 2004 Confidential- not for duplication.

TABLE OF CONTENTS Introduction Legg Mason's Engagement Overview of Project Tigers Valuation Analysis Summary Analysis 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)(8)

EX-99.(C)(8) PRESENTATION