Covenant Logistics (CVLG) 8-K/A Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________

FORM 8-K/A

AMENDMENT NO. 2

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 14, 2006

___________________________________________________________________

                                                              

COVENANT TRANSPORT, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-24960	88-0320154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Birmingham Hwy., Chattanooga, TN	37419
(Address of principal executive offices)	(Zip Code)

(423) 821-1212

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 2 to the Current Report on Form 8-K amends and supersedes in its entirety the Current Report that was filed on September 20, 2006, and amended on November 30, 2006 (the “Report”).  In Amendment No. 1 to the Report, the Company indicated that it would file this Amendment No. 2 to include the Condensed Statements of Cash Flows for the six months ended June 30, 2006 and 2005.  The Company is hereby filing this Amendment No. 2 to Form 8-K to update Item 9.01, Financial Statements and Exhibits, and to include the Condensed Statements of Cash Flows for the six months ended June 30, 2006 and 2005.  Other than related updates to include such Condensed Statements of Cash Flows, there are no other changes to the Report.

Item 1.01

Entry into a Material Definitive Agreement

Stock Purchase Agreement On Thursday, September 14, 2006, Covenant Transport, Inc., a Nevada corporation (the "Company"), executed and closed a Stock Purchase Agreement whereby the Company acquired 100% of the outstanding capital stock of Star Transportation, Inc., a Tennessee corporation ("Star") from Beth D. Franklin, David D. Dortch, Rose D. Shipp, David W. Dortch, and James F. Brower, Jr. (the "Stockholders"). Beth D. Franklin, Star's Chief Executive Officer, has agreed to consult with the Company on transition issues for one year and all Stockholders have agreed not to compete with the Company or Star. The aggregate purchase price for the Star stock was approximately $39 million in cash. The Company funded the purchase price for the stock from available borrowing under its revolving line of credit. In addition, Star had an estimated $42 million in existing debt that became part of Covenant's consolidated obligations as a result of the transaction. The Company will account for Star's operating results on a consolidated basis going forward. Company's Credit Facility On September 14, 2006, in connection with the Stock Purchase Agreement, the Company entered into Amendment No. 3 and Limited Waiver to Amended and Restated Credit Agreement dated August 11, 2006, with Bank of America, N.A., (the "Lender") amending the Company's revolving credit facility (the "Amendment") (as amended, the "Credit Agreement"). Under the Amendment, the Lender consented to the execution and consummation of the Stock Purchase Agreement and made certain amendments to the Credit Agreement to allow for the consummation of the Stock Purchase Agreement, including a change in the tangible net worth requirement. In connection with the Amendment and consummation of the Stock Purchase Agreement, the Company agreed to pledge the stock of Star as collateral for the Company's obligations arising under the Credit Agreement and Star became a guarantor under the Credit Agreement. Star's Credit Facilities In connection with the Stock Purchase Agreement, Star entered into a Thirteenth Amendment to Loan Agreement amending the Loan Agreement dated as of March 1, 2000 between Star and the Lender. As a condition to the Lender authorizing the consummation of the Stock Purchase Agreement, the Company and certain of its subsidiaries have guaranteed the obligations of Star under that certain Loan Agreement dated March 1, 2000, as amended by certain amendments First through Thirteenth, by and between Star and the Lender. In connection with the Stock Purchase Agreement, Star also entered into Amendment No. 1 to Amended and Restated Loan Agreement, by and between AmSouth Bank, an Alabama state chartered bank ("AmSouth") and Star. As a condition to AmSouth authorizing the consummation of the Stock Purchase Agreement, the Company and certain of its subsidiaries have guaranteed the obligations of Star under that certain Amended and Restated Loan Agreement dated March 1, 2006, as amended by Amendment No. 1 to Amended and Restated Loan Agreement, by and between AmSouth and Star.

Item 2.01	Completion of Acquisition or Disposition of Assets.
	The information set forth in Item 1.01 concerning the closing of the transactions contemplated by the Stock Purchase Agreement is incorporated by reference into this Item 2.01.

Item 9.01	Financial Statements and Exhibits.
	(a)Financial statements of business acquired.
	Audited Financial Statements  Balance Sheets as of December 31, 2005 and 2004  Statements of Operations for the years ended December 31, 2005 and 2004  Statements of Changes in Stockholders' Equity for the years ended December 31, 2005 and 2004  Statements of Cash Flows for the years ended December 31, 2005 and 2004  Notes to Financial Statements for the years ended December 31, 2005 and 2004  Unaudited Financial Statements  Balance Sheet as of June 30, 2006  Statements of Operations for the six months ended June 30, 2006 and 2005 Condensed Statements of Cash Flows for the six months ended June 30, 2006 and 2005  Notes to Unaudited Financial Statements for the six months ended June 30, 2006
	(b)Pro forma financial information
	Unaudited Pro Forma Balance Sheet as of June 30, 2006  Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2005  Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2006 Notes to the Unaudited Pro Forma Financial Statements
	(d)Exhibits

23.1	Consent of Lattimore Black Morgan & Cain, P.C.
99.1	Audited Financial Statements Balance Sheets as of December 31, 2005 and 2004 Statements of Operations for the years ended December 31, 2005 and 2004 Statements of Changes in Stockholders' Equity for the years ended December 31, 2005 and 2004 Statements of Cash Flows for the years ended December 31, 2005 and 2004 Notes to Financial Statements for the years ended December 31, 2005 and 2004
99.2	Unaudited Financial Statements Balance Sheet as of June 30, 2006 Statements of Operations for the six months ended June 30, 2006 and 2005 Condensed Statements of Cash Flows for the six months ended June 30, 2006 and 2005 Notes to Unaudited Financial Statements for the six months ended June 30, 2006
99.3	Pro Forma Financial Statements Unaudited Pro Forma Balance Sheet as of June 30, 2006 Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2005 Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2006 Notes to the Unaudited Pro Forma Financial Statements

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COVENANT TRANSPORT, INC.
Date: December 21, 2006	By:	/s/ Joey B. Hogan
		Joey B. Hogan Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
23.1	Consent of Lattimore Black Morgan & Cain, P.C.
99.1	Audited Financial Statements Balance Sheets as of December 31, 2005 and 2004 Statements of Operations for the years ended December 31, 2005 and 2004 Statements of Changes in Stockholders' Equity for the years ended December 31, 2005 and 2004 Statements of Cash Flows for the years ended December 31, 2005 and 2004 Notes to Financial Statements for the years ended December 31, 2005 and 2004
99.2	Unaudited Financial Statements Balance Sheet as of June 30, 2006 Statements of Operations for the six months ended June 30, 2006 and 2005 Condensed Statements of Cash Flows for the six months ended June 30, 2006 and 2005 Notes to Unaudited Financial Statements for the six months ended June 30, 2006
99.3	Pro Forma Financial Statements Unaudited Pro Forma Balance Sheet as of June 30, 2006 Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2005 Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2006 Notes to the Unaudited Pro Forma Financial Statements