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
December 31, 2003
(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
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(Commission File No.) (IRS Employer Identification No.)
3275 Highway 30
Clayton, Alabama 36016
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(Address of principal executive offices) (Zip Code)
(334) 775-1400
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(Registrant's telephone number, including area code)
Item 5. Other Events.
Boyd Bros. Transportation Inc. (the "Company") today announced that it has
entered into an Agreement and Plan of Merger, dated as of December 31, 2003 (the
"Merger Agreement"), which sets forth the terms and conditions of the proposed
acquisition (the "Merger") of the Company by BBT Acquisition Corporation, a
Delaware corporation ("BBT Corp.") 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, his daughter, Ginger B. Tibbs, the
current Secretary/Treasurer of the Company, and his wife, Frances S. Boyd.
Under the terms of the Merger Agreement, stockholders of the Company (other than
BBT Corp. and the Boyd family members) will receive $7.00 per share, in cash,
for each outstanding share of Company common stock owned by such stockholders.
The transaction is structured as a forward merger in which BBT Corp. will merge
with and into the Company, with the Company continuing as the surviving
corporation. The board of directors of each of the Company and BBT Corp. have
unanimously approved the Merger Agreement and the Merger. In the case of the
Company's Board, the approval follows the unanimous recommendation of a special
committee of outside directors of the Company that was formed to evaluate and
respond to the original proposal of Mr. Boyd and Ms. Cooper.
The Company expects the Merger to close in March or April 2004. The Merger is
subject to (i) approval by the holders of a majority of the outstanding shares
of the Company's common stock which are outstanding as of the record date for
the special meeting of the Company's stockholders to be called to consider the
Merger, (ii) the completion of the financing arrangements necessary to
consummate the Merger, and (iii) certain other closing conditions.
Attached and incorporated herein by reference in their entirety as Exhibits 2.1
and 99.1 are copies of, respectively, the Merger Agreement and the press release
announcing the proposed acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not Applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of December 31, 2003, among Boyd Bros.
Transportation Inc. and BBT Acquisition Corporation.
99.1 Press Release of Boyd Bros. Transportation Inc. issued December 31, 2003
2
BOYD BROS. TRANSPORTATION INC.
FORM 8-K
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
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2.1 Agreement and Plan of Merger, dated as of December 31, 2003, between Boyd Filed
Bros. Transportation Inc. and BBT Acquisition Corporation. herewith.
99.1 Press Release of Boyd Bros. Transportation Inc., issued December Filed
31, 2003 herewith.
4
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: December 31, 2003 By: /s/ RICHARD C. BAILEY
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Richard C. Bailey
Its Chief Operating Officer
and Chief Financial Officer