<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1996.
Registration No. 33-88686
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
COVENANT TRANSPORT, INC.
(Exact name of registrant as specified in charter)
NEVADA 4213 88-0320154
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification
organization) Code Number)
COVENANT TRANSPORT, INC. INCENTIVE STOCK PLAN
(Full title of the plan)
1320 East 23rd Street
Chattanooga, Tennessee 37404
(423) 629-0393
(Address, including zip code, and telephone number,
including area code, of registrant s principal executive offices)
David R. Parker
1320 East 23rd Street
Chattanooga, Tennessee 37404
(423) 629-0393
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Mark A. Scudder, Esq.
Scudder Law Firm, P.C.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
Approximate date of proposed commencement date of sales pursuant to the
plan: as soon as practicable after the effective date of the registration
statement.
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CROSS-REFERENCE SHEET PURSUANT
TO RULE 501(b) OF REGULATION S-K
Form S-8 Item Number Location in Prospectus
1. Forepart of Registration Statement and
Outside Front Cover Page of Supplemental
Prospectus. . . . . . . . . . . . . . . . . . Outside Front Cover
2. Inside Front and Outside Back Cover Pages
of Supplemental Prospectus. . . . . . . . . . Table of Contents;
Available Information
Concerning Covenant;
Incorporation of
Information by Reference
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges. . . . . . Not Applicable
4. Use of Proceeds . . . . . . . . . . . . . . . Not Applicable
5. Determination of Purchase Price . . . . . . . Not Applicable
6. Dilution. . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders. . . . . . . . . . . Selling Security Holders
8. Plan of Distribution. . . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be Registered. . Not Applicable
10. Interests of Named Experts and Counsel. . . . Not Applicable
11. Material Changes. . . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . Incorporation of
Information by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . Indemnification of Officers
and Directors
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PART I
EXPLANATORY NOTE
The contents of the Form S-8 Registration Statement filed with respect to
the Common Shares of Covenant Transport, Inc. issuable upon the exercise of
Covenant Transport, Inc. Incentive Stock Plan (file No. 33-88686) are
incorporated herein by reference. The Supplemental Prospectus filed herewith
has been prepared in accordance with the requirements of Form S-3 and may be
used for reofferings and resales of the Common Shares of Covenant Transport,
Inc. acquired by persons named herein pursuant to the Incentive Stock Plan.
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SUPPLEMENTAL RE-OFFER PROSPECTUS
COVENANT TRANSPORT, INC.
670,000 SHARES
CLASS A COMMON STOCK
Par Value $.01
This Supplemental Prospectus relates to the offer and sale of shares of
Class A Common Stock, par value $.01 per share (the "Common Shares"), of
Covenant Transport, Inc. ("Covenant" or the "Company") issuable (upon
exercise of options or otherwise) pursuant to the Company's Incentive Stock
Plan (the "Plan"). The Common Shares are or will be held by a person who may
be deemed to be an affiliate of the Company and such shares may be offered
from time to time by the selling stockholders, pursuant to the January 20,
1995, Re-offer Prospectus (the "Original Prospectus") or this Supplemental
Prospectus, by any or all of the selling stockholders named in the Original
Prospectus or herein (the "Selling Stockholders") and in one or more
supplements to the Original Prospectus.
The Company will receive none of the proceeds of this offering. All
expenses incurred in connection with the preparation and filing of this
Supplemental Prospectus and the related Form S-8 Registration Statement
(herein collectively, together with all amendments and exhibits, referred to
as the "Registration Statement") are being borne by the Company.
All or a portion of the Common Shares offered hereby may be offered for
sale, from time to time, on the Nasdaq National Market, or otherwise, at
prices and terms then obtainable. The Selling Stockholders and any broker or
dealer executing orders on behalf of the Selling Stockholders may be deemed to
be "underwriters" as that term is construed within the meaning of the
Securities Act of 1933, as amended (the "1933 Act"), as amended, in which
event
commissions received by such broker or dealer may be deemed to be underwriting
commissions under the 1933 Act. All brokers commissions, concessions or
discounts will be paid by the Selling Stockholders.
The Common Shares are listed on the Nasdaq National Market. On June 3,
1996, the date of granting the stock options that are the subject of this
Supplemental Re-offer Prospectus, the average of the high and low price on the
Nasdaq National Market was $15.50 per share. On August 14, 1996, the latest
practicable date before filing this prospectus, the average of the high and
low price on the Nasdaq National Market was $20.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplemental Prospectus is August 15, 1996.
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<PAGE> 5
TABLE OF CONTENTS
Page
Available Information Concerning Covenant . . . . . . . . . . . . . 6
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 7
Incorporation of Information by Reference . . . . . . . . . . . . . 8
Indemnification of Officers And Directors . . . . . . . . . . . . . 9
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<PAGE> 6
No person has been authorized to give any information or to make any
representations, other than those contained in this Supplemental Prospectus,
in connection with the offering made hereby, and, if given or made, such
information or representations must not be relied upon. Neither the delivery
of this Supplemental Prospectus nor any offer, solicitation or sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date. This
Supplemental Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities in any jurisdiction to any person to whom it
is unlawful to make any such offer or solicitation.
AVAILABLE INFORMATION CONCERNING COVENANT
Covenant is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, as well as the
regional offices at 7 World Trade Center, Suite 1300, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. The Registration Statement, as well as subsequent
reports, proxy and information statements, and other information concerning
Covenant that is filed electronically with the Commission is available at the
web site maintained by the Commission at http://www.sec.gov. In addition,
Covenant's Class A Common Stock is listed on the Nasdaq National Market, and
certain reports, proxy material and other information may be inspected at such
offices at 1735 "K" Street, N.W., Washington, DC 20006-1500. Additional
updating information with respect to the securities and the Plan may be
provided to participants in the future by means of supplements to the Original
Prospectus.
This Supplemental Prospectus does not contain all of the information set
forth in the Registration Statement of which this Supplemental Prospectus is a
part and which the Company has filed with the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits filed
as a part thereof, copies of which can be inspected at, or obtained at
prescribed rates from, the Public Reference Section of the Commission at the
address set forth above. Additional updating information with respect to the
Company may be provided in the future by means of appendices or supplements to
the Original Prospectus.
Copies of all information incorporated by reference in the Registration
Statement of which this Supplemental Prospectus is a part (other than exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated into the incorporated information) which are not
included or delivered with this Supplemental Prospectus will be provided
without charge to each person to whom a Supplemental Prospectus is delivered
upon written or oral request therefor to Bradley A. Moline, Treasurer and
Chief Financial Officer, Covenant Transport, Inc., 1320 E. 23rd Street,
Chattanooga, Tennessee 37404, (423) 629-0393.
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<PAGE> 7
SELLING SECURITY HOLDERS
Common Shares may be offered by certain officers and employees of the
Company, including those current officers and employees listed below, named in
the Original Prospectus, or to be named in one or more supplements to the
Original Prospectus, who acquire shares (pursuant to the exercise of options
or otherwise) after the date hereof pursuant to the Plan:
Name Options Previously Total Options Total Options
Granted Granted June 3, 1996
D. Parker 0 133,750 133,750
R. Lovin 24,000 15,000 39,000
M. Miller 24,000 25,000 49,000
R. Pope 10,000 10,000 20,000
B. Moline 12,000 15,000 27,000
The officers and employees listed above have been granted options to purchase
the number of Common Shares listed opposite their names. Approximately 48,000
of the options previously granted are exercisable at August 15, 1996, and an
additional 37,250 will be become exercisable on November 1, 1996, and November
1, 1999. The options granted June 3, 1996, become exercisable 20% on June 3,
1997, and an additional 20% each year thereafter. David R. Parker, Chairman of
the Board, President, and Chief Executive Officer of the Company, owns
approximately 41% of the outstanding Common Shares and 100% of the Company's
Class B Common Stock. Mr. Parker's combined holdings comprise over 50% of all
of the Company's outstanding capital stock and the option granted to Mr.
Parker and described above covers a number of shares in excess of one percent
of the Company's outstanding Common Shares. No other individual would own as
much as one percent of the Company's outstanding Common Shares upon exercise
of all options granted.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell Common Shares in any of the following
ways: (i) through dealers; (ii) through agents; or (iii) directly to one or
more purchasers. The distribution of the Common Shares may be effected from
time to time in one or more transactions on the Nasdaq National Market (or
on such other national stock exchanges on which the Common Shares may be
traded from time to time) in transactions which may include special offerings,
exchange distributions and/or secondary distributions pursuant to and in
accordance with the rules of such exchanges, otherwise in the over-the-counter
market, or in transactions other than on such markets, or a combination of
such transactions. Any such transactions may be effected at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders may
effect such transactions by selling Common Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of Common Shares for whom they may act as agent.
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<PAGE> 8
The Selling Stockholders and any broker-dealers or agents that participate in
the distribution of Common Shares by them might be deemed to be underwriters,
and any discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting discounts and
commissions, under the 1933 Act.
The Company has informed the Selling Stockholders that the
antimanipulative Rules 10b-2, 10b-6 and 10b-7 under the 1934 Act may apply to
sales in the market and has furnished the Selling Stockholders with a copy of
these rules and has informed the Selling Stockholders of the requirement for
delivery of this Prospectus in connection with any sale of Common Shares
offered hereby. The Selling Stockholders will bear all expenses with respect
to the offering of the Common Shares, except the costs associated with
registering shares the Common Shares under the 1933 Act and preparing and
printing this Supplemental Prospectus, which costs shall be borne by the
Company.
Any Common Shares covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the 1933 Act may be sold under that Rule rather
than pursuant to this Prospectus.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents previously filed by the Company with the
Securities and Exchange Commission pursuant to the 1934 Act, as amended, are
hereby incorporated by reference in this Registration Statement:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
b. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, and June 30, 1996; and
c. The description of the Company's Class A Common Stock contained
under the caption Description of Registrant's Securities to be Registered in
the Company's registration statement on Form 8-A filed September 30, 1994,
which incorporates by reference the information under the heading Description
of Capital Stock in the prospectus dated October 28, 1994, included in the
Company's Registration Statement on Form S-1 (No. 33-82978, effective October
28, 1994), including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Supplemental Prospectus or in any other subsequently filed document modifies
or supersedes such statement. Such subsequently filed document is hereby
incorporated by reference in this Supplemental Prospectus.
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<PAGE> 9
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Nevada General Corporation Law provides for the indemnification of
officers and directors (and others) under certain circumstances against
expenses incurred in successfully defending against a claim and authorizes
Nevada corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director.
Article VII of the Company's Articles and Article X of the Company's
Bylaws provide that the Company's directors and officers shall be indemnified
against liabilities they may incur while serving in such capacities to the
fullest extent allowed by the Nevada General Corporation Law. Under these
indemnification provisions, the Company is required to indemnify its directors
and officers against any reasonable expenses (including attorneys' fees)
incurred by them in the defense of any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which they were made a
party, or in defense of any claim, issue or matter therein, by reason of the
fact that they are or were a director or officer of the Company or while a
director or officer of the Company are or were serving at the Company's
request as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise unless it is ultimately determined by a court of competent
jurisdiction that they failed to act in a manner they believed in good faith
to be in, or not opposed to, the best interests of the Company, and with
respect to any criminal proceeding, had reasonable cause to believe their
conduct was lawful. The Company will advance expenses incurred by directors
or officers in defending any such action, suit or proceeding upon receipt of
written confirmation from such officers or directors that they have met
certain standards of conduct and an undertaking by or on behalf of such
officers or directors to repay such advances if it is ultimately determined
that they are not entitled to indemnification by the Company. The Company
may, through indemnification agreements, insurance, or otherwise, provide
additional indemnification. The Company has entered into indemnification
agreements with each of its directors and executive officers.
Article VI of the Company's Articles eliminates, to the fullest extent
permitted by law, the liability of directors and officers for monetary or
other damages for breach of fiduciary duties to the Company and its
stockholders as a director or officer.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
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<PAGE> 10
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to employees in compliance with Form S-8 and Rule 428
under the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Covenant Transport, Inc. (the Company ) hereby incorporates by reference
in this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the Commission ):
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
b. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996, and June 30, 1996; and
c. The description of the Company s Class A Common Stock contained
under the caption "Description of Registrant's Securities to be Registered" in
the Company's registration statement on Form 8-A filed September 30, 1994,
which incorporates by reference the information under the heading "Description
of Capital Stock" in the prospectus dated October 28, 1994, included in the
Company's Registration Statement on Form S-1 (No. 33-82978, effective October
28, 1994), including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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<PAGE> 11
Item 6. Indemnification of Directors and Officers
The Nevada General Corporation Law provides for the indemnification of
officers and directors (and others) under certain circumstances against
expenses incurred in successfully defending against a claim and authorizes
Nevada corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director.
Article VII of the Company's Articles and Article X of the Company's
Bylaws provide that the Company's directors and officers shall be indemnified
against liabilities they may incur while serving in such capacities to the
fullest extent allowed by the Nevada General Corporation Law. Under these
indemnification provisions, the Company is required to indemnify its directors
and officers against any reasonable expenses (including attorneys' fees)
incurred by them in the defense of any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which they were made a
party, or in defense of any claim, issue or matter therein, by reason of the
fact that they are or were a director or officer of the Company or while a
director or officer of the Company are or were serving at the Company's
request as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise unless it is ultimately determined by a court of competent
jurisdiction that they failed to act in a manner they believed in good faith
to be in, or not opposed to, the best interests of the Company, and with
respect to any criminal proceeding, had reasonable cause to believe their
conduct was lawful. The Company will advance expenses incurred by directors
or officers in defending any such action, suit or proceeding upon receipt of
written confirmation from such officers or directors that they have met
certain standards of conduct and an undertaking by or on behalf of such
officers or directors to repay such advances if it is ultimately determined
that they are not entitled to indemnification by the Company. The Company
may, through indemnification agreements, insurance or otherwise, provide
additional indemnification. The Company has entered into indemnification
agreements with each of its directors and executive officers.
Article VI of the Company's Articles eliminates, to the fullest extent
permitted by law, the liability of directors and officers for monetary or
other damages for breach of fiduciary duties to the Company and its
stockholders as a director or officer.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
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<PAGE> 12
Item 8. Exhibits
Exhibit No. Exhibit
4.1 Restated Articles of Incorporation of Covenant Transport, Inc.
(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1, File No. 33-82798 (the "Form S-1")).
4.2 Bylaws of Covenant Transport, Inc. (incorporated by reference to
Exhibit 3.2 to the Form S-1).
5.1 Opinion of Scudder Law Firm, P.C. as to the validity of the
shares of Class A Common Stock, par value $0.01 per share
(incorporated by reference to Exhibit 5.1 to the Registration
Statement on Form S-8, File No. 33-88686 (the Form S-8 )).
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1
hereto).
24 Power of Attorney (incorporated by reference to Exhibit 24 to
the Form S-8).
99 Covenant Transport, Inc. Incentive Stock Plan (incorporated by
reference to exhibit 99 to the Form S-8).
* Filed herewith
Item 9. Undertakings
a. Rule 415 Offering. The undersigned registrant hereby
undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
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<PAGE> 13
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the 1934 Act
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
b. Filing incorporating subsequent 1934 Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
c. Request for acceleration of effective date or filing of
registration statement on Form S-8. Insofar as indemnification for
liabilities arises under the 1933 Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
<PAGE>
<PAGE> 14
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Chattanooga, State of
Tennessee on August 15, 1996.
COVENANT TRANSPORT, INC.
By: /s/ David R. Parker
David R. Parker, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statements has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ David R. Parker
David R. Parker Chairman of the Board, August 15, 1996
President, Chief Executive
Officer, Sole Director
(principal executive officer)
/s/ Bradley A. Moline
Bradley A. Moline Treasurer and Chief Financial August 15, 1996
Officer (principal financial
and accounting officer)
/s/ Bradley A. Moline *
R. H. Lovin, Jr. Director August 15, 1996
/s/ Bradley A. Moline *
William T. Alt Director August 15, 1996
/s/ Bradley A. Moline *
Hugh O. Maclellan, Jr. Director August 15, 1996
/s/ Bradley A. Moline *
Mark A. Scudder Director August 15, 1996
*By: /s/ Bradley A. Moline August 15, 1996
Bradley A. Moline
Attorney-in-Fact
<PAGE>
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Restated Articles of Incorporation of Covenant Transport, Inc.
(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1, File No. 33-82798 (the "Form S-1")).
4.2 Bylaws of Covenant Transport, Inc. (incorporated by reference
to Exhibit 3.2 to the Form S-1).
5.1 Opinion of Scudder Law Firm, P.C. as to the validity of the
shares of Class A Common Stock, par value $0.01 per share
(incorporated by reference to Exhibit 5.1 to the Registration
Statement on Form S-8, File No. 33-88686 (the "Form S-8")).
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1
hereto).
24 Power of Attorney (incorporated by reference to Exhibit 24 to
the Form S-8).
99 Covenant Transport, Inc. Incentive Stock Plan (incorporated by
reference to exhibit 99 to the Form S-8).
* Filed herewith
<PAGE> 16
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this registration
statement of Covenant Transport, Inc. on Form S-8 of our reports dated
February 1, 1996, on our audits of the consolidated financial statements and
the financial statement schedule of Covenant Transport, Inc. as of December
31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and 1993.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Knoxville, Tennessee
August 14, 1996
