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. 4)*

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	Jacksonville, Florida 32202
(205) 521-8000	(904) 354-8000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Persons Filing Statement)

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

     a.       X The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	• A tender offer.
c.	• None of the above
d.	Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: X
e.	Check the following box if the filing fee is a final amendment reporting the results of the transaction: •

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.

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

Amount Previously Paid: $869; $305

Form or Registration No.: Schedule 14A

Filing Party: Boyd Bros. Transportation Inc.

Date Filed: February 3, 2004; July 19, 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)(1) COMMITMENT LETTER FROM DEMPSEY BOYD

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INTRODUCTION

     This Amendment No. 4 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. 4 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.

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(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

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	— 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.

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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

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	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.

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(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.

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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 August 10, 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 Dempsey Boyd dated August 4, 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).

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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.

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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: August 10, 2004	By:	/s/ Richard C. Bailey
	Name:	Richard C. Bailey
	Title:	Chief Financial Officer and Chief Operating Officer
	BBT ACQUISITION CORPORATION
Date: August 10, 2004	By:	/s/ Gail B. Cooper
	Name:	Gail B. Cooper
	Title:	President
Date: August 10, 2004	/s/ Dempsey Boyd
	Dempsey Boyd
Date: August 10, 2004	/s/ Frances S. Boyd
	Frances S. Boyd
Date: August 10, 2004	/s/ Gail B. Cooper
	Gail B. Cooper
Date: August 10, 2004	/s/ Ginger B. Tibbs
	Ginger B. Tibbs

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EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)	Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 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 Dempsey Boyd dated August 4, 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).
(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

Exhibit
Number	Description
	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)(1)

EXHIBIT 99(b)(1)

Dempsey Boyd
13217 Oleander Drive
Panama City Beach, Florida 32407

August 4, 2004

Gail Cooper
President & CEO
Boyd Bros. Transportation Inc.
3275 Highway 30
Clayton, AL 36016

     Re: Commitment to Lend up to $9,200,000.00

Dear Gail:

     Acting in my personal capacity, I, Dempsey Boyd (hereinafter referred to as “Lender”) am pleased to offer a loan (the “Loan”) to Boyd Bros. Transportation Inc. (the “Borrower”) in connection with the proposed redemption of the publicly held capital stock of the Borrower (the “Redemption”) upon the following basic terms and conditions:

LENDER:	Dempsey Boyd
BORROWER:	Boyd Bros. Transportation Inc., a Delaware corporation
PRINCIPAL AMOUNT:	Up to $9,200,000.00
TERM:	36 months from closing
INTEREST RATE:	5.5% per annum, fixed
REPAYMENT:	Monthly payments of principal and interest sufficient to fully amortize the loan over a period of 36 months
COMMITMENT FEE:	None
USE OF PROCEEDS:	To fund the Redemption, including related costs and expenses.
PREPAYMENT PREMIUM:	None

Gail Cooper
President & CEO
Boyd Bros. Transportation Inc.
August 4, 2004
Page 2

COLLATERAL:	The Borrower will grant a lien on any real or personal property assets of the Borrower which are unencumbered and not subject to restrictive covenants that would prohibit such liens.
FINANCIAL COVENANTS:	None
GUARANTEES:	None
INTERCREDITOR ARRANGEMENTS:	Lender will agree to subordinate the repayment of Lender’s loan to the loans of other creditors of Borrower who require subordination and whose consent is required to proceed forward with the Redemption and the Loan. In all events, Lender shall be entitled to receive payments from the Borrower so long as no event of default has occurred under the terms of Borrower’s credit facility with any other creditor of Borrower who requires subordination.
OTHER PROVISIONS:	The loan documents will contain such representations and warranties, covenants, indemnities and events of default, remedies and terms and provisions as are typically included in a subordinated financing transaction similar to the terms described herein and as are acceptable to Lender. This commitment is further subject to the following: (i) receipt by Borrower of all necessary or appropriate third party and governmental waivers and consents, (ii) there shall have been no material adverse change in the business or financial condition of Borrower, or the industry in which the Borrower operates, between the date hereof and the date of closing, (iii) no litigation shall have been commenced which, if successful, would have a material adverse impact on the Borrower or its business or which would challenge the Redemption, (iv) stockholders holding a majority of the issued and outstanding common stock of Borrower shall have approved and adopted the Agreement and Plan of Merger by and between Borrower and BBT Acquisition Corporation (BBT”) providing for the merger of BBT with and into Borrower (the “Merger Agreement”) at a special meeting of stockholders to

Gail Cooper
President & CEO
Boyd Bros. Transportation Inc.
August 4, 2004
Page 2

	take place not later than September 15, 2004, and (v) all of the closing conditions contained in Article 7 of the Merger Agreement shall have been satisfied or waived by the parties to the Merger Agreement.
CLOSING DATE:	The closing of the loan contemplated in this letter, including the funding of the Loan, must take place no later than September 15, 2004, unless extended by the undersigned in writing.

     Lender’s commitment hereunder is subject to the execution and delivery of final legal documentation acceptable to Lender and its counsel.

     If the terms and conditions of this commitment meet with your approval, please indicate your acceptance by signing a copy of this letter provided to you for that purpose and returning the signed copy to me, which must be received by me not later than August 6, 2004. In the absence of such receipt, my commitment to provide the Loan will expire at the close of business on such date. This commitment is not assignable or transferable.

Very truly yours,
 

/s/ Dempsey Boyd  

Dempsey Boyd, Individually 

ACKNOWLEDGED AND AGREED:

BOYD BROS. TRANSPORTATION INC.

By: /s/ Gail B. Cooper

Gail B. Cooper, its President