UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
COVENANT TRANSPORT, INC.
(Name of Issuer)
CLASS A COMMON STOCK, par value $.01
(Title of Class of Securities)
22284P105
(CUSIP Number)
December 31, 1999
(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).
Page 1 of 4 pages
<PAGE>
CUSIP No. 22284P105
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1. Names of Reporting Persons
I.R.S. Identification Nos. of above
persons (entities only) David R. Parker and
Jacqueline F. Parker+
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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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Number of 5. Sole Voting Power 6,494,336*
Shares Bene- ---------------------------------------------------------
ficially 6. Shared Voting Power 0
Owned by Each ---------------------------------------------------------
Reporting 7. Sole Dispositive Power 6,494,336*
Person With ---------------------------------------------------------
8. Shared Dispositive Power 0
---------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,494,336*
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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 43.6%*
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12. Type of Reporting Person (See Instructions) IN
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+ Shares reported are based upon the December 31, 1999, holdings of David R.
Parker and Jacqueline F. Parker, except for 401(k) information, which is based
upon the January 27, 2000, statement of the Company's 401(k) plan. All shares
are held by Mr. and Mrs. Parker as joint tenants with right of survivorship,
with the exception of (a) 5,436 shares of Class A Common Stock allocated to the
account of Mr. Parker under the Company's 401(k) plan, (b) 83,900 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).
* 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) 5,436 shares of Class A Common Stock allocated to the account of
Mr. Parker under the Company's 401(k) plan, (iv) 80,250 and 3,650 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 and $12.375
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. 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 (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 a result, Mr. and
Mrs. Parker control stock possessing 51.2% of the voting power of all
outstanding Company stock.
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Page 2 of 4 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: 22284P105
---------
Item 3. If this statement is filed pursuant to Sections 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: 6,494,336*
(b) Percent of class: 43.6%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 6,494,336*
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 6,494,336*
(iv) Shared power to dispose or to direct the
disposition of: 0
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+ Shares reported are based upon the December 31, 1999, holdings of David R.
Parker and Jacqueline F. Parker, except for 401(k) information, which is based
upon the January 27, 2000, statement of the Company's 401(k) plan. All shares
are held by Mr. and Mrs. Parker as joint tenants with right of survivorship,
with the exception of (a) 5,436 shares of Class A Common Stock allocated to the
account of Mr. Parker under the Company's 401(k) plan, (b) 83,900 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).
* 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) 5,436 shares of Class A Common Stock allocated to the
account of Mr. Parker under the Company's 401(k) plan, (iv) 80,250 and 3,650
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 and $12.375 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. 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
(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 a result, Mr. and Mrs. Parker control stock possessing 51.2% of the
voting power of all outstanding Company stock.
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Page 3 of 4 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 or Control Person. 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. Certifications. 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.
2/2/00
---------------------------------------
(Date)
/s/ David R. Parker
---------------------------------------
(Signature)
David R. Parker, Individually
(Name and Title)
/s/ Jacqueline F. Parker, Individually
---------------------------------------
(Signature)
Jacqueline F. Parker, Individually
(Name and Title)
Page 4 of 4 pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13G/A, and any amendments thereto.
2/2/00
---------------------------------------
(Date)
/s/ David R. Parker
---------------------------------------
(Signature)
David R. Parker, Individually
(Name and Title)
/s/ Jacqueline F. Parker
---------------------------------------
(Signature)
Jacqueline F. Parker, Individually
(Name and Title)
