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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Covenant Transport, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.01
(Title of Class of Securities)
22284P105
(CUSIP Number)
December 31, 2002
(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).
Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1745 (12-02)
Page 1
CUSIP No. 22284P105
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1. Names of Reporting Persons David R. Parker and Jacqueline F. Parker(1)
I.R.S. Identification Nos. of above
persons (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States of America
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5. Sole Voting Power 6,666,880(2)
Number of -------------------------------------------------------------
Shares 6. Shared Voting Power 0
Beneficially -------------------------------------------------------------
Owned by 7. Sole Dispositive Power 6,666,880(2)
Each -------------------------------------------------------------
Reporting 8. Shared Dispositive Power
Person With: 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,666,880(2)
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10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9) 45.6%(3)
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12. Type of Reporting Person (See Instructions) IN
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(1) Shares reported are based upon the December 31, 2002, 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)
9,339 shares of Class A Common Stock allocated to the account of Mr. Parker
under the Company's 401(k) plan, (b) 252,541 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).
(2) 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) 9,339 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, 6,667, 73,334, 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, and $16.79 per share,
respectively, and (v) 2,350,000 shares of Class B Common Stock. Mr. Parker
owns no additional options to purchase that are exercisable within sixty
days.
(3) The Company has both Class A and Class B Common Stock. The Class A Common
Stock has one vote per share. The Class B Common Stock, which is not
registered under Section 12 of the Securities Exchange Act of 1934, has two
votes per share while beneficially owned by Mr. and Mrs. Parker or members
of their immediate family, 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 Mr. and
Mrs. Parker's immediate family. As of December 31, 2002, there were
12,027,815 shares of Class A Common Stock and 2,350,000 shares of Class B
Common Stock outstanding. The percentage indicated is based upon 14,630,356
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 252,541 shares underlying Mr. Parker's currently exercisable options.
As a result of the two class structure, as of December 31, 2002, Mr. and
Mrs. Parker controlled stock possessing approximately 53.1% of the voting
power of all outstanding Company stock.
Page 2
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 No. 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: 6,666,880(3)
--------------
(b) Percent of class: 45.6%(2)(4)
--------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 6,666,880(3)
--------------
(ii) Shared power to vote or to direct the vote 0
--------------
(iii) Sole power to dispose or to direct the
disposition of 6,666,880(3)
--------------
(iv) Shared power to dispose or to direct the
disposition of 0
--------------
(1) Shares reported are based upon the December 31, 2002, 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)
9,339 shares of Class A Common Stock allocated to the account of Mr. Parker
under the Company's 401(k) plan, (b) 252,541 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).
(2) The Company has both Class A and Class B Common Stock. The Class A Common
Stock has one vote per share. The Class B Common Stock, which is not
registered under Section 12 of the Securities Exchange Act of 1934, has two
votes per share while beneficially owned by Mr. and Mrs. Parker or members
of their immediate family, 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 Mr. and
Mrs. Parker's immediate family. As of December 31, 2002, there were
12,027,815 shares of Class A Common Stock and 2,350,000 shares of Class B
Common Stock outstanding.
(3) 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) 9,339 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, 6,667, 73,334, 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, and $16.79 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. Mr.
Parker owns no additional options to purchase that are exercisable within
sixty days.
(4) The percentage indicated is based upon 14,630,356 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 252,541 shares
underlying Mr. Parker's currently exercisable options. As a result of the
two class structure, as of December 31, 2002, Mr. and Mrs. Parker
controlled stock possessing approximately 53.1% of the voting power of all
outstanding Company stock.
Page 3
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
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.
February 10, 2003
-----------------------------------------
Date
/s/ David R. Parker
-----------------------------------------
Signature
David R. Parker, Individually
-----------------------------------------
Name/Title
/s/ Jacqueline F. Parker
-----------------------------------------
Signature
Jacqueline F. Parker, Individually
-----------------------------------------
Name/Title
Page 4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Earl H. Scudder, Mark A. Scudder, Heidi Hornung-Scherr, and
Catherine A. Chase, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or stockholder of Covenant
Transport, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and all Schedules 13D and 13G that the undersigned may be
required to file with the U.S. Securities and Exchange Commission;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any
amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29 day of August, 2002.
/s/ David R. Parker
------------------------------
David R. Parker
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Earl H. Scudder, Mark A. Scudder, Heidi Hornung-Scherr, and
Catherine A. Chase, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or stockholder of Covenant
Transport, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and all Schedules 13D and 13G that the undersigned may be
required to file with the U.S. Securities and Exchange Commission;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any
amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29 day of August, 2002.
/s/ Jacqueline F. Parker
------------------------------
Jacqueline F. Parker