UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
December
4, 2007
_____________________________________________________________________
COVENANT
TRANSPORTATION GROUP, 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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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Covenant
Transportation Group, Inc., a Nevada corporation (the "Company"),
is a
party to an accounts receivable securitization facility. On
December 4, 2007, the Company and CVTI Receivables Corp. ("CVTI
Receivables"), a wholly-owned subsidiary of the Company and a
bankruptcy-remote, special purpose entity organized under the laws
of
Nevada, entered into certain amendments to the securitization facility,
including (i) Amendment No. 14 to Loan Agreement, dated December
4, 2007,
among Three Pillars Funding LLC, as lender, SunTrust Robinson Humphrey,
Inc., as administrator, CVTI Receivables, as borrower, and the Company,
as
master servicer, and (ii) Second Amended and Restated Lender Note
dated
December 4, 2007 in the principal amount of $60,000,000 (together,
the
amendments described in clauses (i) and (ii), the "Securitization
Facility
Amendments").
Under
the receivables securitization facility, the Company, through certain
of
its subsidiaries, sells accounts receivable to CVTI receivables as
part of
a two-step process that provides funding similar to a revolving credit
facility. Prior to the Securitization Facility Amendments, the
receivables securitization facility was scheduled to terminate on
December
4, 2007. The Securitization Facility Amendments (i) extended
the scheduled commitment termination date to December 2, 2008, (ii)
reduced the facility limit from $70,000,000 to $60,000,000, (iii)
tightened certain performance ratios required to be maintained with
respect to accounts receivable including, the default ratio, the
delinquency ratio, the dilution ratio, and the accounts receivable
turnover ratio, and (iv) amended the master servicer event of default
relating to cross-defaults on material indebtedness with the effect
that
such master servicer event of default may now be more readily
triggered.
CVTI
Receivables pays interest on all borrowings under the receivables
securitization facility at commercial paper rates, plus an applicable
margin. CVTI Receivables also pays a commitment fee on the
daily, unused portion of the facility. The borrowings are
secured by, and paid down through collections on, the accounts receivable
purchased by CVTI Receivables from certain of the Company's
subsidiaries. The receivables securitization facility is
reflected as a current liability because the term, subject to annual
renewals, runs until December 2, 2008.
The
receivables securitization facility requires that certain performance
ratios be maintained with respect to accounts receivable and that
CVTI
Receivables preserve its bankruptcy remote nature. The
receivables securitization facility includes usual and customary
events of
default for facilities of this nature and provides that, upon the
occurrence and continuation of an event of default, payment of all
amounts
under the receivables securitization facility may be accelerated
and the
lender's commitments may be terminated.
This
description of the Securitization Facility Amendments does not purport
to
be complete and is qualified in its entirety by reference to the
full text
of the Securitization Facility Amendments, which will be filed with
the
Company's Form 10-K for the fiscal year ending December 31,
2007.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 of this Current Report on Form
8-K
concerning the Company's obligations under its securitization facility
is
incorporated by reference into this Item 2.03.
The
description of the Securitization Facility Amendments does not purport
to
be complete and is qualified in its entirety by reference to the
full text
of the Securitization Facility Amendments, which will be filed with
the
Company's Form 10-K for the fiscal year ending December 31,
2007.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Effective
December 6, 2007, the Board of Directors of the Company adopted
Amendment No. 1 To Amended and Restated Bylaws of Covenant
Transportation Group, Inc. ("Amendment No.
1"). Specifically, Amendment No. 1 allows for a
Direct Registration System whereby the issuance, recordation, and
transfers of the Company's shares may be made by electronic or other
means
not involving the issuance of certificates and provides that shares
of the
corporation shall be represented by certificates, provided that the
Board
of Directors may provide by resolution or resolutions that some or
all of
any or all classes or series of its stock shall be uncertificated
shares. The Board of Directors adopted Amendment No. 1 to
comply with Nasdaq Marketplace Rule 4350(l), which includes the
requirement that securities listed on Nasdaq be eligible for direct
registration by January 1, 2008.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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3
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Amendment
No. 1 to Amended and Restated Bylaws of Covenant Transportation Group,
Inc.
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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
TRANSPORTATION GROUP, INC.
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Date:
December 10, 2007
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By:
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/s/
Joey B. Hogan
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Joey
B. Hogan
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Senior
Executive Vice President and Chief Operating
Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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3
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Amendment
No. 1 to Amended and Restated Bylaws of Covenant Transportation Group,
Inc.
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