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)
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Nevada
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000-24960
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88-0320154
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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400
Birmingham Hwy., Chattanooga, TN
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37419
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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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.
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Item
1.01
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Entry
into a Material Definitive Agreement
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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.
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Item
2.01
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Completion
of Acquisition or Disposition of Assets.
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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.
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial
statements of business acquired.
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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
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(b) Pro
forma financial information
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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
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| (d) Exhibits |
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Consent of Lattimore Black Morgan & Cain, P.C. | |
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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
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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
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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
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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.
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COVENANT
TRANSPORT, INC.
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Date:
December 21, 2006
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By:
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/s/
Joey B. Hogan
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Joey
B. Hogan
Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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| Consent of Lattimore Black Morgan & Cain, P.C. | |
| 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
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| 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
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| 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
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