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):
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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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 $40
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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The
financial statements required by Rule 3-05 of Regulation
S-X have not been completed as of the date of this report. The Company
is
in the process of having such financial statements prepared and will
file
an amendment to this Current Report on Form 8-K as soon as
practicable.
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(b) Pro
forma financial information
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The
pro forma financial information required pursuant to Article 11 of
Regulation S-X has not been completed as of the date of this report.
The
Company is in the process of having such pro forma financial information
prepared and will file an amendment to this Current Report on Form
8-K as
soon as practicable.
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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:
September 20, 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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