SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ____ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
BOYD BROS. TRANSPORTATION INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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1
[BOYD BROS. TRANSPORTATION LOGO]
Contact: Richard C. Bailey
Chief Operating Officer
and Chief Financial Officer
(334) 775-1221
BOYD BROS. TRANSPORTATION INC. AGREES TO
GOING PRIVATE TRANSACTION AT $7.00 PER SHARE
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BOARD UNANIMOUSLY APPROVES TRANSACTION
WITH BBT ACQUISITION CORPORATION
CLAYTON, Ala. (December 31, 2003) - Boyd Bros. Transportation Inc.
(NASDAQ/SmallCap: BOYD) today announced that it has signed a definitive merger
agreement with BBT Acquisition Corporation, ("BBT, Inc."), a company controlled
by Dempsey Boyd, the founder of the Company, Gail B. Cooper, the President and
Chief Executive Officer of the Company, Frances S. Boyd and Ginger B. Tibbs.
Pursuant to the agreement, the group will acquire the outstanding shares of
Company common stock that they do not already own. Mr. and Mrs. Boyd, Ms. Cooper
and Ms. Tibbs, who together hold approximately 72% of the Company's outstanding
common stock, have committed to contribute their shares of common stock in the
Company to BBT, Inc. immediately prior to the merger.
Under the terms of the merger agreement, stockholders of the Company
(other than BBT, Inc. and its stockholders) will receive $7.00 per share, in
cash, for each outstanding share of common stock of the Company owned by such
stockholders. The transaction is structured as a forward merger in which BBT,
Inc. will merge with and into the Company, with the Company continuing as the
surviving corporation.
The transaction has been unanimously approved by the Board of Directors
of the Company, with Gail B. Cooper abstaining, following the unanimous
recommendation of a Special Committee of the Board. The Special Committee, which
was formed to consider and negotiate a possible acquisition proposal to be made
by Mr. Boyd, consists of four independent non-management members of the Board of
Directors and is chaired by Stephen J. Silverman. The Special Committee has been
advised by its own legal and financial advisors during the course of its
deliberations.
The Company expects the merger to close in March or April 2004. The
closing of the merger is subject to various conditions, including approval of
the merger by a majority of the Company's stockholders, completion of financing
arrangements necessary to accomplish the merger, and certain other customary
closing conditions.
As a result of the merger, the Company will become a privately held
company, and the registration of the Company's common stock under the Securities
Exchange Act of 1934, as amended, will terminate.
The announcement of the merger agreement described above is neither a
solicitation of a proxy, an offer to purchase nor a solicitation of an offer to
sell shares of the Company. The Company intends to file and deliver all forms,
proxy statements, notices and documents required under state and federal law
with respect to the merger. As soon as practicable, the Company intends to file
preliminary proxy materials with the Securities and Exchange Commission for the
special meeting of stockholders to be held to vote on the proposed merger. Upon
satisfactory completion of the Commission's review and comment on the
preliminary proxy materials, the Company will call a special meeting of its
stockholders to vote on the merger and will file with the Commission and mail to
the Company's stockholders definitive proxy materials. The definitive proxy
materials will contain important information regarding the merger, including the
recommendation of the Company's Board of Directors with respect to the merger.
Stockholders are advised to carefully read the definitive proxy materials,
including the proxy statement and the merger agreement, before making any
decisions regarding the merger. Copies of the definitive proxy materials, and
any amendments or supplements thereto, will be available without charge on the
Commission's website at www.sec.gov.
The Company, Mr. and Mrs. Boyd, Ms. Cooper, Ms. Tibbs, BBT, Inc. and
the Company's executive officers and directors may be deemed to be participants
in the solicitation of the stockholders of the Company with respect to the
transactions contemplated by the merger agreement. Information concerning the
direct or indirect interests of such executive officers or directors is included
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002, filed with the Commission on March 28, 2003 and will be contained in
the proxy materials relating to the transaction. The Company's Annual Report on
Form 10-K is available, free of charge, on the Commission's website at
www.sec.gov.
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.
With the exception of historical information, the matters discussed and
statements made in this release constitute "forward-looking statements" and are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Specifically, this release contains forward-looking
statements regarding the ability of the parties to obtain the requisite
stockholder approval, complete the financing arrangements necessary to
consummate the merger and satisfy the other conditions to the merger. Whenever
possible, the Company has identified these forward-looking statements (as
defined in Section 21E of the Securities Exchange Act of 1934) by words such as
"hopeful," "outlook," "expects," "anticipates," "may," "believes," "projects,"
"intends," and words of similar import. Such statements involve known and
unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. In particular, there can be no assurance that the
merger will receive the requisite stockholder approval, the financing necessary
to close the merger will be successfully completed, or that the other closing
conditions to the merger will be met. The Company expressly disclaims any
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.