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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. 1)*
COVENANT TRANSPORT, INC.
(Name of Issuer)
CLASS A COMMON STOCK, par value $.01
(Title of Class of Securities)
22284P105
(CUSIP Number)
December 31, 1998
(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).
Potential persons who are to 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 (3-98)
Page 1 of 5 pages
<PAGE>
CUSIP No. 222 84P 105
- ------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons. David R. Parker
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)|_|
(b)|X|
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization: United States of America
- ------------------------------------------------------------------------------
Number of 5. Sole Voting Power 57,508^
Shares Bene- 6. Shared Voting Power 6,405,000*
ficially
Owned by Each 7. Sole Dispositive Power 57,508^
Reporting 8. Shared Dispositive Power 6,405,000*
Person With:
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
David R. Parker 6,462,508*^
10.Check if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
11.Percent of Class Represented by Amount in Row (9):
David R. Parker 43.4%*^
- ------------------------------------------------------------------------------
12.Type of Reporting Person: IN
- ------------------------------------------------------------------------------
* Includes 3,855,000 shares of $.01 par value Class A Common Stock owned as
joint tenants with rights of survivorship, 200,000 shares of $.01 par value
Class A Common Stock owned by the Parker Family Limited Partnership (of which
David and Jacqueline Parker are the two general partners and possess sole voting
and investment control), and 2,350,000 shares of $.01 par value 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 (i) at any
time at the election of the holder, and (ii) automatically upon transfer to any
person other than members of Mr. and Mrs. Parker's immediate family. As a
result, Mrs. Parker controls stock possessing 50.7% of the voting power of all
outstanding Covenant Transport stock. Mr. Parker controls additional stock as
described below.
^ David Parker holds 4,008 shares of Class A Common Stock under the Company's
401(k) plan. This number of shares is equal to Mr. Parker's account balance in
the employer stock fund as of February 8, 1999 divided by the stocks $17.00
closing price on February 8, 1999. The fund is unitized and as such does not
allocate a specific number of shares to each participant. Pursuant to the
Company's incentive stock plan, Mr. Parkerholds a currently exercisable option
to purchase for $15.50 per share an additional 53,500 shares of Class A Common
Stock. As a result, Mr. Parker controls stock possessing 51.1% of the voting
power of all outstanding Covenant Transport stock.
- ------------------------------------------------------------------------------
Page 2 of 5 pages
<PAGE>
CUSIP No. 222 84P 105
- ------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons. Jacqueline F. Parker
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)|_|
(b)|X|
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization: United States of America
- ------------------------------------------------------------------------------
Number of 5. Sole Voting Power
Shares Bene- 6. Shared Voting Power 6,405,000*
ficially
Owned by Each 7. Sole Dispositive Power
Reporting 8. Shared Dispositive Power 6,405,000*
Person With:
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Jacqueline F. Parker 6,405,000*
10.Check if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
11.Percent of Class Represented by Amount in Row (9):
Jacqueline F. Parker 43%*
- ------------------------------------------------------------------------------
12.Type of Reporting Person: IN
- ------------------------------------------------------------------------------
* Includes 3,855,000 shares of $.01 par value Class A Common Stock owned as
joint tenants with rights of survivorship, 200,000 shares of $.01 par value
Class A Common Stock owned by the Parker Family Limited Partnership (of which
David and Jacqueline Parker are the two general partners and possess sole voting
and investment control), and 2,350,000 shares of $.01 par value 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 (i) at any
time at the election of the holder, and (ii) automatically upon transfer to any
person other than members of Mr. and Mrs. Parker's immediate family. As a
result, Mrs. Parker controls stock possessing 50.7% of the voting power of all
outstanding Covenant Transport stock. Mr. Parker controls additional stock as
described below.
- ------------------------------------------------------------------------------
Page 3 of 5 pages
<PAGE>
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: 222 84P 105
Item 3. If this statement is filed pursuant to 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:
David R. Parker 6,462,508*^
Jacqueline F. Parker Jacqueline F. Parker 6,405,000*
(b)Percent of class:
David R. Parker 43.4%*^
Jacqueline F. Parker 43*
(c)Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 57,508^.
(ii) Shared power to vote or to direct the vote: 6,405,000*.
(iii)Sole power to dispose or to direct
the disposition of: 57,508^.
(iv) Shared power to dispose or to direct the disposition of: 6,405,000*.
* Includes 3,855,000 shares of $.01 par value Class A Common Stock owned as
joint tenants with rights of survivorship, 200,000 shares of $.01 par value
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), and 2,350,000 shares of $.01 par value 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 (i) at any
time at the election of the holder, and (ii) automatically upon transfer to any
person other than members of Mr. and Mrs. Parker's immediate family. As a
result, Mrs. Parker controls stock possessing 50.7% of the voting power of all
outstanding Covenant Transport stock. Mr. Parker controls additional stock as
described below.
^ David Parker holds 4,008 shares of Class A Common Stock under the Company's
401(k) plan. This number of shares is equal to Mr. Parker's account balance in
the employer stock fund as of February 8, 1999 divided by the stocks $17.00
closing price on February 8, 1999. The fund is unitized and as such does not
allocate a specific number of shares to each participant. Pursuant to the
Company's incentive stock plan, Mr. Parker holds a currently exercisable option
to purchase for $15.50 per share an additional 53,500 shares of Class A Common
Stock. As a result, Mr. Parker controls stock possessing 51.1% of the voting
power of all outstanding Covenant Transport stock.
Page 4 of 5 pages
<PAGE>
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 a 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.
February 10, 1999
-----------------
Date
/s/: David R. Parker
---------------------------------------------------
David R. Parker, Chairman of the Board and President
/s/: Jacqueline F. Parker
---------------------------------------------------
Jacqueline F. Parker, Secretary
Page 5 of 5 pages
<PAGE>
