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):
October 18, 2004
COVENANT TRANSPORT, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-24960 88-0320154
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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))
Section 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2. Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
On Monday, October 18, 2004, Covenant Transport, Inc., a Nevada corporation (the "Company"),
issued a press release (the "Earnings Release") announcing its financial and operating results
for the quarter and nine month period ended September 30, 2004, after the close of the market.
A copy of the Earnings Release is attached to this report as Exhibit 99.1.
On Tuesday, October 19, 2004, the Company held a conference call to discuss the Earnings Release and
other matters. The prepared remarks for the conference call, which contain certain statistical
and financial data in addition to that contained in the Earnings Release, are attached to this
report as Exhibit 99.2.
In addition, on October 6, 2004, the Company issued a press release (the "Pre-Release") announcing
updated earnings guidance for the quarter ended September 30, 2004. A copy of the Pre-Release is
attached to this report as Exhibit 99.3.
The Earnings Release, prepared remarks for the conference call, and Pre-Release also are available
on the Company's website, www.covenanttransport.com, under "Investor Relations-Press Releases."
The information contained in this report and the exhibits hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information in this report and the exhibits hereto may contain "forward-looking statements" that
are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995 and otherwise may be protected. Such statements are made based on the current beliefs and
expectations of the Company's management and are subject to significant risks and uncertainties.
Actual results may differ from those anticipated by forward-looking statements. Please refer to the
Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission
for information concerning risks, uncertainties and other factors that may affect future results.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or
Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3. Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Not applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
Not applicable.
Section 5. Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Not applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
Not applicable.
Section 6. [Reserved]
Section 7. Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8. Other Events
Item 8.01 Other Events.
Not applicable.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- ---------------------------------------------------------------
99.1 Covenant Transport, Inc. press release announcing financial
and operating results for the quarter and nine month period
ended September 30, 2004
99.2 Prepared remarks for conference call concerning financial and
operating results for the quarter and nine month period ended
September 30, 2004
99.3 Covenant Transport, Inc. press release announcing updated earnings
guidance for the quarter ended September 30, 2004
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: October 19, 2004 By: /s/ Joey B. Hogan
-------------------------------------------------
Joey B. Hogan
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -----------------------------------------------------------
99.1 Covenant Transport, Inc. press release announcing financial
and operating results for the quarter and nine month
period ended September 30, 2004
99.2 Prepared remarks for conference call concerning financial
and operating results for the quarter and nine month
period ended September 30, 2004
99.3 Covenant Transport, Inc. press release announcing updated
earnings guidance for the quarter ended September 30, 2004