-----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, I21D4ImqAYeOZF0vJPf2HR71cZ3xxYOWlJkn6qzyGgRP5tgGg7j+6djhea8gSXTV EtVHZggVpsS0A94ktPJPUg== 0001008886-00-000013.txt : 20000208 0001008886-00-000013.hdr.sgml : 20000208 ACCESSION NUMBER: 0001008886-00-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT TRANSPORT INC CENTRAL INDEX KEY: 0000928658 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 880320154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48513 FILM NUMBER: 525089 BUSINESS ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 BUSINESS PHONE: 4238211212 MAIL ADDRESS: STREET 1: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARKER DAVID R & JACQUELINE F CENTRAL INDEX KEY: 0001078819 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O COVENANT TRASPORT INC STREET 2: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 BUSINESS PHONE: 8005320341 MAIL ADDRESS: STREET 1: C/O COVENENT TRANSPORT INC STREET 2: 400 BIRMINGHAM HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37419 SC 13G/A 1 SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) COVENANT TRANSPORT, INC. (Name of Issuer) CLASS A COMMON STOCK, par value $.01 (Title of Class of Securities) 22284P105 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |Rule 13d-1(b) | |Rule 13d-1(c) |X|Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 pages CUSIP No. 22284P105 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David R. Parker and Jacqueline F. Parker+ - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) | | (b) | | - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 6,494,336* Shares Bene- --------------------------------------------------------- ficially 6. Shared Voting Power 0 Owned by Each --------------------------------------------------------- Reporting 7. Sole Dispositive Power 6,494,336* Person With --------------------------------------------------------- 8. Shared Dispositive Power 0 --------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,494,336* - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 43.6%* - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- + Shares reported are based upon the December 31, 1999, holdings of David R. Parker and Jacqueline F. Parker, except for 401(k) information, which is based upon the January 27, 2000, statement of the Company's 401(k) plan. All shares are held by Mr. and Mrs. Parker as joint tenants with right of survivorship, with the exception of (a) 5,436 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (b) 83,900 shares of Class A Common Stock that Mr. Parker does not yet own, but with respect to which Mr. Parker has currently exercisable options to purchase, and (c) 200,000 shares of Class A Common Stock owned by the Parker Family Limited Partnership (of which Mr. and Mrs. Parker are the two general partners and possess sole voting and investment control). * Includes (i) 3,855,000 shares of Class A Common Stock owned by Mr. and Mrs. Parker as joint tenants with right of survivorship, (ii) 200,000 shares of Class A Common Stock owned by the Parker Family Limited Partnership (of which Mr. and Mrs. Parker are the two general partners and possess sole voting and investment control), (iii) 5,436 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (iv) 80,250 and 3,650 shares of Class A Common Stock that Mr. Parker does not yet own, but with respect to which Mr. Parker has currently exercisable options to purchase for $15.50 and $12.375 per share, respectively, and (v) 2,350,000 shares of Class B Common Stock, which is not registered under Section 12 of the Securities Exchange Act of 1934. Each share of Class B Common Stock is entitled to two votes and is convertible into the same number of shares of Class A Common Stock (a) at any time at the election of the holder and (b) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As a result, Mr. and Mrs. Parker control stock possessing 51.2% of the voting power of all outstanding Company stock. - -------------------------------------------------------------------------------- Page 2 of 4 pages Item 1. (a) Name of Issuer: COVENANT TRANSPORT, INC. ------------------------ (b) Address of Issuer's Principal Executive Offices: 400 Birmingham Highway ---------------------- Chattanooga, TN 37419 ---------------------- Item 2. (a) Names of Persons Filing: David R. Parker and Jacqueline F. Parker+ ----------------------------------------- (b) Address of Principal Business Office or, if none, Residence: 400 Birmingham Highway ---------------------- Chattanooga, TN 37419 ---------------------- (c) Citizenship: United States of America ------------------------ (d) Title of Class of Securities: Class A Common Stock, par value $.01 per share* ------------------------- (e) CUSIP Number: 22284P105 --------- Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A --- Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 6,494,336* (b) Percent of class: 43.6%* (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 6,494,336* (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 6,494,336* (iv) Shared power to dispose or to direct the disposition of: 0 - -------------------------------------------------------------------------------- + Shares reported are based upon the December 31, 1999, holdings of David R. Parker and Jacqueline F. Parker, except for 401(k) information, which is based upon the January 27, 2000, statement of the Company's 401(k) plan. All shares are held by Mr. and Mrs. Parker as joint tenants with right of survivorship, with the exception of (a) 5,436 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (b) 83,900 shares of Class A Common Stock that Mr. Parker does not yet own, but with respect to which Mr. Parker has currently exercisable options to purchase, and (c) 200,000 shares of Class A Common Stock owned by the Parker Family Limited Partnership (of which Mr. and Mrs. Parker are the two general partners and possess sole voting and investment control). * Includes (i) 3,855,000 shares of Class A Common Stock owned by Mr. and Mrs.Parker as joint tenants with right of survivorship, (ii) 200,000 shares of Class A Common Stock owned by the Parker Family Limited Partnership (of which Mr. and Mrs. Parker are the two general partners and possess sole voting and investment control), (iii) 5,436 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (iv) 80,250 and 3,650 shares of Class A Common Stock that Mr. Parker does not yet own, but with respect to which Mr. Parker has currently exercisable options to purchase for $15.50 and $12.375 per share, respectively, and (v) 2,350,000 shares of Class B Common Stock, which is not registered under Section 12 of the Securities Exchange Act of 1934. Each share of Class B Common Stock is entitled to two votes and is convertible into the same number of shares of Class A Common Stock (a) at any time at the election of the holder and (b) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As a result, Mr. and Mrs. Parker control stock possessing 51.2% of the voting power of all outstanding Company stock. - -------------------------------------------------------------------------------- Page 3 of 4 pages Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A --- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. N/A --- Item 8. Identification and Classification of Members of the Group. N/A --- Item 9. Notice of Dissolution of Group. N/A --- Item 10. Certifications. N/A --- SIGNATURE After reasonable 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, and that this statement is filed on behalf of myself and the other signatories hereto. 2/2/00 --------------------------------------- (Date) /s/ David R. Parker --------------------------------------- (Signature) David R. Parker, Individually (Name and Title) /s/ Jacqueline F. Parker, Individually --------------------------------------- (Signature) Jacqueline F. Parker, Individually (Name and Title) Page 4 of 4 pages EX-99 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G/A, and any amendments thereto. 2/2/00 --------------------------------------- (Date) /s/ David R. Parker --------------------------------------- (Signature) David R. Parker, Individually (Name and Title) /s/ Jacqueline F. Parker --------------------------------------- (Signature) Jacqueline F. Parker, Individually (Name and Title) -----END PRIVACY-ENHANCED MESSAGE-----