FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 0-24960
Covenant Transport, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0320154
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Birmingham Hwy.
Chattanooga, TN 37419
(423) 821-1212
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive office)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date (July 26, 2002).
Class A Common Stock, $.01 par value: 11,970,711 shares
Class B Common Stock, $.01 par value: 2,350,000 shares
EXPLANATORY NOTE
Covenant Transport, Inc. ("Covenant") hereby amends and restates in its
entirety Item 6 of its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2001, filed with the Securities and Exchange Commission on
November 13, 2001. The sole purpose of this amendment is to remove references to
three Exhibits, and to attach Exhibit 10.11, which is filed herewith.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits
Exhibit
Number Reference Description
3.1 (1) Restated Articles of Incorporation.
3.2 (1) Amended Bylaws dated September 27, 1994.
4.1 (1) Restated Articles of Incorporation.
4.2 (1) Amended Bylaws dated September 27, 1994.
10.1 (1) 401(k) Plan filed as Exhibit 10.10.
10.2 (2) Stock Purchase Agreement made and entered into as of November 15, 1999, by
and among Covenant Transport, Inc., a Tennessee corporation; Harold Ives;
Marilu Ives, Tommy Ives, Garry Ives, Larry Ives, Sharon Ann Dickson, and the
Tommy Denver Ives Irrevocable Trust; Harold Ives Trucking Co.; and Terminal
Truck Broker, Inc.
10.3 (3) Outside Director Stock Option Plan, filed as Exhibit A.
10.4 (4) Amendment No. 1 to the Outside Director Stock Option Plan, filed as Exhibit 10.11.
10.5 (5) Amended and Restated Note Purchase Agreement dated December 13, 2000,
among Covenant Asset Management, Inc., Covenant Transport, Inc., and CIG &
Co., filed as Exhibit 10.8.
10.6 (5) Credit Agreement by and among Covenant Asset Management, Inc., Covenant
Transport, Inc., Bank of America, N.A., and each other financial institution which is a
party to the Credit Agreement, dated December 13, 2000, filed as Exhibit 10.9.
10.7 (5) Loan Agreement dated December 12, 2000, among CVTI Receivables Corp.,
and Covenant Transport, Inc., Three Pillars Funding Corporation, and SunTrust
Equitable Securities Corporation, filed as Exhibit 10.10.
10.8 (5) Receivables Purchase Agreement dated as of December 12, 2000, among CVTI
Receivables Corp., Covenant Transport, Inc., and Southern Refrigerated
Transport, Inc., filed as Exhibit 10.11.
10.9 (6) Clarification of Intent and Amendment No. 1 to Loan Agreement dated
March 7, 2001, among CVTI Receivables Corp., Covenant Transport, Inc., and Three Pillars
Funding Corporation, and SunTrust Equitable Securities Corporation, filed as Exhibit 10.12.
10.10 (7) Incentive Stock Plan, Amended and Restated as of May 17, 2001, filed as Appendix B.
10.11 # Amendment No. 1 to Credit Agreement dated August 28, 2001, among Covenant Asset Management,
Inc., Covenant Transport, Inc., Bank of America, N.A., and each other financial institution
which is a party to the Credit Agreement.
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Previously filed as an exhibit to and incorporated by reference from:
(1) Form S-1, Registration No. 33-82978, effective October 28, 1994.
(2) Form 8-K for the event dated November 16, 1999.
(3) Schedule 14A, filed April 13, 2000.
(4) Form 10-Q for the quarter ended September 30, 2000.
(5) Form 10-K for the year ended December 31, 2000.
(6) Form 10-Q for the quarter ended March 31, 2001.
(7) Schedule 14A, filed April 5, 2001.
# Filed herewith.
(b) A Form 8-K was filed on September 19, 2001, and a Form 8-K/A was filed
on September 26, 2001, with respect to the change in the Company's certifying
accountant.
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 thereunto duly authorized.
COVENANT TRANSPORT, INC.
Date: July 30, 2002 /s/ Joey B. Hogan
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Joey B. Hogan
Senior Vice President and Chief Financial Officer