Boyd Bros Transportation Inc – ‘8-K’ for 12/8/97

As of:  Friday, 12/19/97   ·   For:  12/8/97   ·   Accession #:  950144-97-13512   ·   File #:  0-23948

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Boyd Bros. Transportation Inc. Form 8-K                5     15K 
 2: EX-2.1      Acquisition Agreement                                 51    196K 
 3: EX-2.2      Plan of Merger                                         5     15K 
 4: EX-99.1     Press Release                                          2     12K 

8-K   —   Boyd Bros. Transportation Inc. Form 8-K
Document Table of Contents

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================================================================================

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 (Date of Earliest Event Reported):
DECEMBER 19, 1997 (DECEMBER 8, 1997)

BOYD BROS. TRANSPORTATION INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE                         0-23948                63-6006515        
(State of                      (Commission              (IRS Employer       
Incorporation)                  File Number)           Identification No.)    

3275 HIGHWAY 30 
CLAYTON, ALABAMA  36016 
(Address of Principal Executive Offices)

Registrant's telephone number, including area code:  (334) 775-1400 

......................................N/A.......................................
(Former name or former address, if changed since last report.)

================================================================================

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.                                  

On December 8, 1997, Boyd Bros. Transportation Inc. ("Boyd"), W.T.    
Acquisition Corp., an Alabama corporation and wholly owned subsidiary of Boyd   
("Merger Sub") and Welborn Transport, Inc., an Alabama corporation ("Welborn"), 
entered into an Acquisition Agreement by which Welborn was merged with and into 
Merger Sub (the "Merger"), with Merger Sub surviving the Merger. The surviving  
corporation will be operated as a stand-alone subsidiary of Boyd under the name 
"Welborn Transport, Inc."                                                       

  Also on December 8, 1997, Articles of Merger were filed with the Alabama
Secretary of State, completing the Merger. Pursuant to the Merger Agreement,    
Miller Welborn and Steven Rumsey, the sole shareholders of Welborn (the         
"Shareholders"), each received Boyd Common Stock and will receive two promissory
notes payable to the Shareholders with Boyd as obligor. Miller Welborn received 
262,626.665 shares of Boyd Common Stock and will receive a combined payment of  
$1,083,333.37 in principal amount under the two promissory notes. Steven Rumsey 
received 131,313.335 shares of Boyd Common Stock and will receive a combined    
payment of $2,166,666.63 under the promissory notes. The shares of Boyd Common  
Stock received by the Shareholders are newly issued shares of Boyd. Payment     
under the two promissory notes will be made from the general corporate funds of 
Boyd. Miller Welborn will continue to serve as Chief Executive Officer of       
Welborn Transport, Inc. and Steven Rumsey will continue to serve as President of
Welborn Transport, Inc. Boyd intends to account for the Merger using the        
purchase method of accounting for business combinations.                        

Welborn Transport, Inc. is a flatbed trucking company that operates   
approximately 330 tractors from terminals in Tuscaloosa; Memphis, Tennessee;    
Columbia, South Carolina; Birmingham, Alabama; and Decatur Alabama, running     
short-haul routes throughout the southeastern United States. A majority of the  
tractors utilized by Welborn are leased to it by independent-owner operators,   
along with the services of such independent owner-operators. More than 10% of   
Welborn's revenue is derived from logistics services, and more than one-half of 
its annual truckline revenues is booked through commissioned agents.            

ITEM 7.  FINANCIAL STATEMENTS                                                   

(a)      Financial Statements of Businesses Acquired.         

Not applicable.                             

(b)      Pro Forma Financial Information.                     

Not applicable.                             

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(c)  Exhibits.                                                                  

                                                                [Download Table]

Exhibit                                                                      
Number            Exhibit                                                    
-------           -------                                                    
                                                                             
    2.1           Acquisition Agreement, dated as of December 8, 1997, by and
                  among Boyd, Merger Sub, Welborn Transport, Inc., Miller    
                  Welborn and Steven Rumsey.                                 

    2.2           Plan of Merger by and between Merger Sub and               
                  Welborn, filed with Secretary of State of                  
                  Alabama on December 8, 1997.                               

   99.1           Press release, dated December 4, 1997, issued by Boyd.     

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 SIGNATURE

      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.

                     By:  /s/ DONALD G. JOHNSTON
                                         -------------------------------------
                      Donald G. Johnston
                                         President and Chief Executive Officer

Date:  December 9, 1997                                                         

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 INDEX TO EXHIBITS

                                                                [Download Table]

EXHIBIT                                                                   
NUMBER   EXHIBIT                                                          
-------  -------                                                          
                                                                          
   2.1   Acquisition Agreement, dated as of December 8, 1997, by and among
         Boyd, Merger Sub, Welborn Transport, Inc., Miller Welborn and    
         Steven Rumsey.                                                   

   2.2   Plan of Merger by and between Merger                             
         Sub and Welborn, filed with Secretary of State of                
         Alabama on December 8, 1997.                                     

  99.1   Press release, dated December 4, 1997, issued by Boyd.           

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/19/97		1					None on these Dates
		12/9/97		4
For Period End:		12/8/97		1		5
		12/4/97		3		5
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