-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ike2RTvidjvvGinmUllhHedCyRq4jyNBF7C0Ta00a56h5J7R1ZJmfK5UrfMoy2Ti HoHBC996Ky6/HALoX+fFxw== 0001157523-04-008339.txt : 20040908 0001157523-04-008339.hdr.sgml : 20040908 20040908125100 ACCESSION NUMBER: 0001157523-04-008339 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040908 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040908 DATE AS OF CHANGE: 20040908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOYD BROS TRANSPORTATION INC CENTRAL INDEX KEY: 0000920907 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 636006515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23948 FILM NUMBER: 041020135 BUSINESS ADDRESS: STREET 1: 3275 HIGHWAY 30 CITY: CLAYTON STATE: AL ZIP: 36016 BUSINESS PHONE: 3347753261 MAIL ADDRESS: STREET 1: 3275 HWY 30 CITY: CLAYTON STATE: AL ZIP: 36016 8-K 1 a4715962.txt BOYD BROTHERS 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report September 8, 2004 (Date of earliest event reported) Boyd Bros. Transportation Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-23948 63-6006515 ------- ---------- (Commission File No.) (IRS Employer Identification No.) 3275 Highway 30 Clayton, Alabama 36016 ---------------- ----- (Address of principal executive offices) (Zip Code) (334) 775-1400 -------------- (Registrant's telephone number, including area code) Item 8.01 Other Events. Boyd Bros. Transportation Inc. (the "Company") today announced that its stockholders, voting at a special meeting held September 8, 2004, have approved the merger of BBT Acquisition Corporation ("BBT") into the Company, which will result in the Company going private. BBT is a Delaware corporation ("BBT, Inc.") controlled by Dempsey Boyd, the founder and former Chairman and CEO of the Company, his daughter, Gail B. Cooper, the current President and CEO of the Company, and other family members. Under the terms of the Merger Agreement, stockholders of the Company (other than BBT, Inc. and the Boyd family members) will receive $9.18 per share, in cash, for each outstanding share of Company common stock owned by such stockholders. The Company and BBT expect to file a Certificate of Merger with the Delaware Secretary of State no later than September 13, 2004, to consummate the transaction. As a result of the merger, the Company's shares will no longer trade on NASDAQ or be registered under the Securities Exchange Act of 1934. However, the Company will continue to do business under the name "Boyd Bros. Transportation Inc." Attached and incorporated herein by reference in its entirety as Exhibit 99.1 is a copy of the press release announcing the proposed acquisition. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. Exhibit No. Description ----------- ------------------------------------------------------ 99.1 Press Release of Boyd Bros. Transportation Inc. issued September 8, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOYD BROS. TRANSPORTATION INC. Date: September 8, 2004 By: /s/ RICHARD C. BAILEY ------------------------------------------ Richard C. Bailey Its Executive Vice President and Chief Financial Officer 3 BOYD BROS. TRANSPORTATION INC. FORM 8-K Exhibit Index Exhibit No. Description Method of Filing - -------------- ---------------------------------------------- ---------------- 99.1 Press Release of Boyd Bros. Transportation Inc., Filed issued September 8, 2004. herewith. 4 EX-99.1 2 a4715962ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Boyd Bros. Transportation's Stockholders Approve Merger With BBT Acquisition Corporation CLAYTON, Ala.--(BUSINESS WIRE)--Sept. 8, 2004--Boyd Bros. Transportation Inc. (NASDAQ/SmallCap: BOYD) (the "Company") today announced that its stockholders, voting at a special meeting held this morning, have approved the merger of BBT Acquisition Corporation ("BBT") into the Company, which will result in the Company going private. BBT is a company owned by Dempsey Boyd, the founder of the Company, Gail B. Cooper, the President and Chief Executive Officer of the Company, and certain of their family members. Under the terms of the merger, each stockholder of the Company (other than BBT and the Boyd family stockholders of BBT) will receive $9.18 in cash for each share of Company common stock owned. BBT has appointed SunTrust Bank as paying agent for the merger consideration. The paying agent will contact stockholders shortly with instructions on how to receive payment for their shares. The Company and BBT expect to file a Certificate of Merger with the Delaware Secretary of State no later than September 13, 2004, to consummate the transaction. As a result of the merger, the Company's shares will no longer trade on NASDAQ or be registered under the Securities Exchange Act of 1934. However, the Company will continue to do business under the name "Boyd Bros. Transportation Inc." Boyd Bros. Transportation Inc. is one of the largest flatbed trucking companies in the United States. The Company provides transportation services to high-volume, time-sensitive customers, primarily in the steel and building materials industries, and operates throughout most of the continental United States. For more information about the Company, visit Boyd Bros. on the Internet at www.boydbros.com. CONTACT: Boyd Bros. Transportation Inc., Clayton Richard C. Bailey, 334-775-1221 -----END PRIVACY-ENHANCED MESSAGE-----