[
] |
Rule
13d-1(b) |
[
] |
Rule
13d-1(c) |
[X] |
Rule
13d-1(d) |
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(1) |
2. |
Check
the Appropriate Box if a Member of a Group*
(a)
[ ]
(b)
[ ] |
|
3. |
SEC
Use Only |
|
4. |
Citizenship
or Place of Organization |
United
States of America |
Number
of |
5. |
Sole
Voting Power |
5,492,511
(2) |
Shares |
|||
Beneficially |
6. |
Shared
Voting Power |
0 |
Owned
by |
|||
Each |
7. |
Sole
Dispositive Power |
5,492,511
(2) |
Reporting |
|||
Person
With: |
8. |
Shared
Dispositive Power |
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
5,492,511
(2) | ||
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
[ ] | ||
11. |
Percent
of Class Represented by Amount in Row (9) |
36.6%(3) | ||
12. |
Type
of Reporting Person (See Instructions) |
IN |
(1) |
Shares
reported are based upon the December 31, 2004, holdings of David R. Parker
and Jacqueline F. Parker. All shares are held by Mr. and Mrs. Parker as
joint tenants with right of survivorship, with the exception of (a) 11,474
shares of Class A Common Stock allocated to the account of Mr. Parker
under the Company's 401(k) plan, (b) 316,098 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) 100,000
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). |
(2) |
Includes
(i) 2,714,939 shares of Class A Common Stock owned by Mr. and Mrs. Parker
as joint tenants with right of survivorship, (ii) 100,000 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) 11,474 shares of Class A Common Stock
allocated to the account of Mr. Parker under the Company's 401(k) plan,
(iv) 133,750, 18,250, 10,000, 7,206, 10,000, 110,000, 10,000, 6,667,
6,891, and 3,334 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, $12.375, $13.00, $13.125, $12.1875, $8.00,
$16.79, $15.39, $17.30, and $17.63 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. There are no additional
options to purchase that are exercisable within sixty
days. |
(3) |
Covenant
Transport has both Class A and Class B Common Stock. The Class A Common
Stock has one vote per share. The Class B Common Stock has two votes per
share while beneficially owned by David, Jacqueline, Rachel, or Jonathan
Parker. The Class B Common Stock is currently controlled by David and
Jacqueline Parker. Each share of Class B Common Stock 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
of December 31, 2004, there were 12,323,927 shares of Class A Common Stock
and 2,350,000 shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,990,025 shares outstanding, which includes the
2,350,000 shares of Class B Common Stock convertible into an equal number
of shares of Class A Common Stock, and 316,098 shares underlying Mr.
Parker's currently exercisable options. As a result of the two-class
structure, as of December 31, 2004, Mr. and Mrs. Parker controlled stock
possessing approximately 45.2% of the voting power of all outstanding
Company stock. |
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) |
Name
of Person Filing |
David
R. Parker and Jacqueline F. Parker(1) | |
(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(2) | |
(e) |
CUSIP
Number |
22284P105 |
Item
3. |
If this statement is filed pursuant to Section 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: |
5,492,511
(3) | |||
(b) |
Percent
of class: |
36.6%(2) | |||
(c) |
Number
of shares as to which the person has: |
||||
(i) |
Sole
power to vote or to direct the vote |
5,492,511
(3) | |||
(ii) |
Shared
power to vote or to direct the vote |
0 | |||
(iii) |
Sole
power to dispose or to direct the disposition of |
5,492,511
(3) | |||
(iv) |
Shared
power to dispose or to direct the disposition of |
0 |
(1) |
Shares
reported are based upon the December 31, 2004, holdings of David R. Parker
and Jacqueline F. Parker. All shares are held by Mr. and Mrs. Parker as
joint tenants with right of survivorship, with the exception of (a) 11,474
shares of Class A Common Stock allocated to the account of Mr. Parker
under the Company's 401(k) plan, (b) 316,098 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) 100,000
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). |
(2) |
Covenant
Transport has both Class A and Class B Common Stock. The Class A Common
Stock has one vote per share. The Class B Common Stock has two votes per
share while beneficially owned by David, Jacqueline, Rachel, or Jonathan
Parker. The Class B Common Stock is currently controlled by David and
Jacqueline Parker. Each share of Class B Common Stock 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
of December 31, 2004, there were 12,323,927 shares of Class A Common Stock
and 2,350,000 shares of Class B Common Stock outstanding. The percentage
indicated is based upon 14,990,025 shares outstanding, which includes the
2,350,000 shares of Class B Common Stock convertible into an equal number
of shares of Class A Common Stock, and 316,098 shares underlying Mr.
Parker's currently exercisable options. As a result of the two-class
structure, as of December 31, 2004, Mr. and Mrs. Parker controlled stock
possessing approximately 45.2% of the voting power of all outstanding
Company stock. |
(3) |
Includes
(i) 2,714,939 shares of Class A Common Stock owned by Mr. and Mrs. Parker
as joint tenants with right of survivorship, (ii) 100,000 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) 11,474 shares of Class A Common Stock
allocated to the account of Mr. Parker under the Company's 401(k) plan,
(iv) 133,750, 18,250, 10,000, 7,206, 10,000, 110,000, 10,000, 6,667,
6,891, and 3,334 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, $12.375, $13.00, $13.125, $12.1875, $8.00,
$16.79, $15.39, $17.30, and $17.63 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. There are no additional
options to purchase that are exercisable within sixty
days. |
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 |
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. |
Certification |
N/A |
March
1, 2005 | |
Date | |
/s/
Heidi Hornung-Scherr by POA | |
Signature | |
David
R. Parker, Individually, by Heidi Hornung-Scherr, attorney-in-fact,
pursuant to a POA previously filed with the SEC | |
Name/Title | |
/s/
Heidi Hornung-Scherr by POA | |
Signature | |
Jacqueline
F. Parker, Individually, by Heidi Hornung-Scherr, attorney-in-fact,
pursuant to a POA previously filed with the SEC | |
Name/Title |
Exhibit
1 |
Joint
Filing Agreement* |
*
Incorporated by reference to the Schedule 13G/A filed by the parties on
February 7, 2000. |