-----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, Do/4ViWW/LLy1g3H3Ncd9g799WRzdLeY0iXbf/ogi+JGsqj4+ZIEwDRAvJQJc8sB nJTcp7skYmJiAwgUOnfDfQ== 0001008886-04-000036.txt : 20040217 0001008886-04-000036.hdr.sgml : 20040216 20040217153523 ACCESSION NUMBER: 0001008886-04-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 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: 1934 Act SEC FILE NUMBER: 005-48513 FILM NUMBER: 04608279 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 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 sch13gaparker.txt SCH 13G/A DAVID & JACQUELINE PARKER ----------------------------------- | OMB APPROVAL | |----------------------------------| |OMB Number: 3235-0145| |----------------------------------| |Expires: December 31, 2005| |----------------------------------| |Estimated average burden | |hours per response..............11| ----------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Covenant Transport, Inc. (Name of Issuer) Class A Common Stock, Par Value $.01 (Title of Class of Securities) 22284P105 (CUSIP Number) December 31, 2003 (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 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons David R. Parker and Jacqueline F. Parker(1) I.R.S. Identification Nos. of above persons (entities only) - ------------------------------------------------------------------------------- 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 5,522,367(2) Shares -------------------------------------------------------------- Beneficially 6. Shared Voting Power 0 Owned by -------------------------------------------------------------- Each Reporting 7. Sole Dispositive Power 5,522,367(2) Person -------------------------------------------------------------- With: 8. Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,522,367(2) - ------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 36.9%(3) - ------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- (1) Shares reported are based upon the December 31, 2003, 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) 10,269 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (b) 306,098 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) 2,756,000 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) 10,269 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, 6,667, 3,334, and 6,891 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, and $17.30 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 Page 2 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, 2003, there were 12,323,526 shares of Class A Common Stock and 2,350,000 shares of Class B Common Stock outstanding. The percentage indicated is based upon 14,979,624 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 306,098 shares underlying Mr. Parker's currently exercisable options. As a result of the two class structure, as of December 31, 2003, Mr. and Mrs. Parker controlled stock possessing approximately 45.4% of the voting power of all outstanding Company stock. Item 1. (a) Name of Issuer Covenant Transport, Inc. (b) Address of Issuer's 400 Birmingham Highway Principal Executive Offices Chattanooga, TN 37419 Item 2. (a) Name of Person Filing David R. Parker and Jacqueline F. Parker(1) (b) Address of Principal Business Office 400 Birmingham Highway or, if none, Residence 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: 5,522,367(3) --------------- (b) Percent of class: 36.9%(2) --------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 5,522,367(3) --------------- (ii) Shared power to vote or to direct the vote 0 --------------- (iii) Sole power to dispose or to direct the disposition of 5,522,367(3) -------------- (iv) Shared power to dispose or to direct the disposition of 0 -------------- (1) Shares reported are based upon the December 31, 2003, 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) 10,269 shares of Class A Common Stock allocated to the account of Mr. Parker under the Company's 401(k) plan, (b) 306,098 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, 2003, there were 12,323,526 shares of Class A Common Stock and 2,350,000 shares of Class B Common Stock outstanding. The percentage indicated is based upon 14,979,624 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 306,098 shares underlying Mr. Parker's currently exercisable options. As a result of the two class structure, as of December 31, 2003, Mr. and Mrs. Parker controlled stock possessing approximately 45.4% of the voting power of all outstanding Company stock. (3) Includes (i) 2,756,000 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) 10,269 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, 6,667, 3,334, and 6,891 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, and $17.30 per share, respectively, and (v) 2,350,000 shares of Class B Common Stock, which is not registered Page 3 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 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 17, 2004 ------------------------------------------ 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 filed herewith ------------------------------------------ Name/Title Page 4 EX-24 3 poajacqueline.txt EX 24-POA JACQUELINE 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 29th day of August, 2002. /s/ Jacqueline F. Parker --------------------------------------------- Jacqueline F. Parker -----END PRIVACY-ENHANCED MESSAGE-----