COVENANT
TRANSPORT ANNOUNCES NEW
HOLDING
COMPANY NAME AND MANAGEMENT CHANGES
CHATTANOOGA,
TENNESSEE
-
May 23, 2007 - Covenant Transport, Inc. (Nasdaq/GS:CVTI) made the following
announcements:
On
May 22, 2007, the Company's stockholders approved an amendment to the
Company's articles of incorporation that will change the name of the parent
corporation to "Covenant Transportation Group, Inc." Chairman, President, and
Chief Executive Officer David R. Parker, made the following comments: "The
name change is symbolic of our corporate leadership's focus on managing all
of
our operating units as independent businesses. Together with the management
changes announced today, we are demonstrating our continuing commitment to
managing our assets and allocating capital where we expect to generate favorable
returns."
In
addition to the name change, Covenant announced the following management
changes.
Joey B.
Hogan has been promoted to Senior Executive Vice President and Chief Operating
Officer of Covenant Transportation Group, Inc. In addition, Mr. Hogan has
been named President of Covenant Transport, Inc., a Tennessee corporation,
the
Company's largest operating subsidiary.
Mr. Parker
offered the following comments concerning Mr. Hogan's promotion: "Joey has
been with the Company for nearly ten years and has gained a deep understanding
of many parts of our business. During the past 18 months of our business
realignment, his contributions have expanded well beyond those normally
associated with the Chief Financial Officer position. In his role as Chief
Operating Officer of the holding company, Joey will join me as the officers
responsible for managing the performance of all of the service offerings in
all
subsidiaries. All of the service offering general managers and all of the
corporate department heads will report to the two of us. We believe that the
combination of my sales and operating experience and Joey's financial,
administrative, planning, and management acumen will afford a strong combination
for managing the various service offerings, controlling costs, holding managers
accountable, and allocating capital. In addition, as President of Covenant
Transport, Inc., Joey will have full
P&L responsibility
for our largest subsidiary. Covenant Transport, Inc. operates Expedited
long-haul, Dedicated, and Regional service offerings, with approximately
2,300 total tractors. Joey will take lead responsibility for working with
all managers to improve the financial performance of the subsidiary and to
identify and implement needed changes."
"In
connection with Joey's promotion, we have allocated his primary former duties
to
others in our organization. Our current Controller, Richard Cribbs, will
assume
the role of Vice President and Chief Accounting Officer. Richard will have
responsibility for the financial statements, SEC reporting, forecasting,
billing, collection, and related financing. In addition, David Hughes, who
has
served in a variety of roles at Covenant and Star Transportation since
March 1999, will assume the role of Senior Vice President of Fleet
Management and Procurement and Corporate Treasurer. David will oversee our
financing relationships as well as asset purchasing, management, and
disposition. For the present time we do not expect to appoint a Chief Financial
Officer.
"Finally,
it is with great appreciation for his years of service that I report that
Mike
Miller has stepped down from his executive officer positions for personal
reasons. Mike has served as a senior officer for approximately 20 years and
is one of our most loyal and trusted colleagues. Mike had served in a variety
of
roles for Covenant, including Chief Operating Officer from 1997 to
August 2006, Executive Vice President of Procurement and Corporate
Operations Manager from August 2006 to present, and a member of our board
of directors from our 1994 IPO through May 2004. We wish him every success
as he transitions to a less demanding schedule."
Covenant
Transport, Inc. is the holding company for several transportation providers
that
offer premium transportation services for customers throughout the United
States. The consolidated group includes operations from Covenant Transport
and
Covenant Transport Solutions of Chattanooga, Tennessee; Southern Refrigerated
Transport of Texarkana, Arkansas, and Star Transportation of Nashville,
Tennessee. The group operates one of the ten largest fleets in North America
as
measured by revenue. The Company's Class A common stock is traded on the
Nasdaq
Global Select Market under the symbol, “CVTI”.
For
further information contact:
Joey
B.
Hogan, Senior Executive VP and Chief Operating Officer
(423)
825-3336
hogjoe@covenanttransport.com
For
copies of Company information contact:
Kim
Perry, Administrative Assistant
(423)
825-3357
perkim@covenanttransport.com
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
COVENANT
TRANSPORTATION GROUP, INC.
(formerly
Covenant Transport, Inc.)
(Pursuant
to Nevada General Corporation Law '78.403)
ARTICLE
I. NAME
The
name
of the corporation is Covenant Transportation Group, Inc.
ARTICLE
II. RESIDENT AGENT
The
name
and street address of the corporation's initial resident agent is The
Corporation Trust Company of Nevada, One East First Street, Reno, Washoe County,
Nevada 89501.
ARTICLE
III. PURPOSE
The
purpose of the corporation is to engage in, promote, conduct and carry on any
lawful acts or activities for which corporations may be organized under the
Nevada General Corporation Law.
ARTICLE
IV. AUTHORIZED SHARES
The
total
number of shares of capital stock of all classes which the corporation shall
have authority to issue is thirty million (30,000,000) shares, all having a
par
value of One Cent ($0.01) per share, consisting of the following: twenty million
(20,000,000) Class A Common Shares; five million (5,000,000) Class B Common
Shares; and five million (5,000,000) Preferred Shares.
The
voting powers, designations, preferences, limitations, restrictions, and special
or relative rights with respect to each class of stock are or shall be fixed
as
follows:
A.
Common
Shares
.
Except
as otherwise stated herein, the holders of Class A Common Shares and Class
B
Common Shares shall have all of the rights afforded holders of common stock
under the Nevada corporation law, including the right to vote on all matters
submitted to a vote of the common stockholders, and, subject to the rights,
if
any, of holders of the Preferred Shares, the right to receive the net assets
of
the Corporation upon dissolution. The Class A Common Shares and Class B Common
Shares shall vote together as a single class and shall receive any dividends
and
distributions payable to holders of common stock on a pro rata basis; provided,
that: (i) holders of Class A Common Shares shall be entitled to one
(1) vote per share on all matters submitted to a vote of the common
stockholders; (ii) holders of Class B Common Shares shall be entitled to
two (2) votes per share on all matters submitted to a vote of the common
stockholders so long as the holders are David R. Parker, Jacqueline Parker,
Rachel Parker, Jonathan Parker (the "Founders"), any trust for the benefit
of
one or more of Founders or
any
other
entity which is 100% owned by the Founders, and (iii) holders of Class B
Common Shares may receive dividends payable in the Corporation's common stock
in
Class A Common Shares or Class B Common Shares, as designated by the board
of
directors when declaring any such dividend. Holders of Class B Common Shares
may
convert such shares into Class A Common Shares, at any time and from time to
time, on the basis of one Class A Common Share for each Class B Common Share.
If
any Class B Common Shares cease to be owned by the Founders, or any trust for
the benefit of one or more of the Founders or by any other entity which is
100%
owned by one or more of the Founders, such shares that are no longer so owned
shall be converted automatically into Class A Common Shares and shall be
entitled to one (1) vote per share. In any merger, consolidation,
reorganization, or other business combination, the consideration to be received
per share by holders of the Class A Common Shares and Class B Common Shares
shall be identical; provided that if, after such business combination, the
Founders, any trust or trusts for the benefit of one or more of Founders or
any
other entity which is 100% owned by the Founders, jointly own more than
one-third (1/3) of the surviving entity, any securities received may differ
to
the extent that the voting rights differ between Class A Common Shares and
Class
B Common Shares. Holders of Class A Common Shares and Class B Common Shares
shall not be entitled to cumulative voting in the election of directors.
B.
Preferred
Shares
.
The
Board of Directors is expressly authorized to issue the Preferred Shares from
time to time, in one or more series, provided that the aggregate number of
shares issued and outstanding at any time of all such series shall not exceed
five million (5,000,000). The Board of Directors is further authorized to fix
or
alter, in respect to each such series, the following terms and provisions of
any
authorized and unissued shares of such stock:
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(i)
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the
distinctive serial designation;
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(ii)
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the
number of shares of the series, which number may at any time or from
time
to time be increased or decreased (but not below the number of shares
of
such series then outstanding) by the Board of Directors;
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(iii)
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the
voting powers, if any, and, if voting powers are granted, the extent
of
such voting powers including whether cumulative voting is allowed
and the
right, if any, to elect a director or directors;
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(iv)
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the
election, term of office, filling of vacancies, and other terms of
the
directorship of directors, if any, to be elected by the holders of
any one
or more classes or series of such stock;
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(v)
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the
dividend rights, if any, including, without limitation, the dividend
rates, dividend preferences with respect to other series or classes
of
stock, the dates on which any dividends shall be payable, and whether
dividends shall be cumulative;
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(vi)
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the
date from which dividends on shares issued prior to the date for
payment
of the first dividend thereon shall be cumulative, if any;
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(vii)
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the
redemption price, terms of redemption, and the amount of and provisions
regarding any sinking fund for the purchase or redemption
thereof;
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(viii)
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the
liquidation preferences and the amounts payable on dissolution or
liquidation;
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(ix)
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the
terms and conditions under which shares of the series may or shall
be
converted into any other series or class of stock or debt of the
corporation; and
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(x)
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any
other terms or provisions which the Board of Directors by law may
be
authorized to fix or alter.
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C.
Provisions
Applicable to Common and Preferred Shares
.
No
holder of shares of the corporation of any class, now or hereafter authorized,
shall have any preferential or preemptive right to subscribe for, purchase
or
receive any shares of stock of the corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the corporation.
ARTICLE
V. DIRECTORS
The
governing board of this corporation shall be known as directors. Initially,
the
number of directors of the corporation shall be two, however the number of
directors may from time to time be increased or decreased in such manner as
shall be provided by the bylaws of this corporation.
ARTICLE
VI. LIMITATION OF LIABILITY
To
the
fullest extent permitted by the laws of the State of Nevada, as the same exist
or may hereafter be amended, any director or officer of the Corporation shall
not be liable to the Corporation or its stockholders for monetary or other
damages for breach of fiduciary duties as a director or officer. No repeal,
amendment, or modification of this Article VI, whether direct or indirect,
shall
eliminate or reduce its effect with respect to any act or omission of a director
or officer of the Corporation occurring prior to such repeal, amendment, or
modification.
ARTICLE
VII. INDEMNIFICATION
To
the
fullest extent allowable by law, the corporation shall indemnify those persons
determined to be entitled to indemnification, as hereinafter provided, in the
manner and under the circumstances described in this Article VII.
A.
General
Indemnification
.
(1)
Subject
to the case by case determination required to be made under paragraph A(3)
hereof, the corporation shall indemnify any person who was or is a party or
is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
(2)
Subject
to the case by case determination required to be made under paragraph A(3)
hereof, the corporation shall indemnify any person who was or is a party or
is
threatened to be made a party to any threatened, pending or completed action
or
suit by or in the right of the corporation to procure a judgment in its favor
by
reason of the fact that he is or was a director, officer, employee or agent
of
the corporation, or is or was serving at the request of the corporation as
a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including amounts paid
in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, but no indemnification shall be made
under this paragraph A(2) in respect to any claim, issue or matter as to
which such person has been adjudged to be liable for negligence or misconduct
in
the performance of his duty to the corporation unless and only to the extent
that the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all
the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
(3)
Any
indemnification under paragraphs A(1) and A(2), unless ordered by a court,
shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs A(1) and A(2). Such determination shall be
made:
(i) by the stockholders; (ii) by the Board of Directors by majority
vote of a quorum consisting of directors who were not parties to such act,
suit
or proceeding; (iii) if such a quorum of disinterested directors so orders,
by independent legal counsel in a written opinion; or (iv) if such a quorum
of disinterested directors cannot be obtained, by independent legal counsel
in a
written opinion.
The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of
itself, create a presumption that the person did not act in good faith and
in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action
or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
B.
Mandatory
Indemnification
.
To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs A(1) and A(2), or in defense of any claim,
issue or matter therein, he shall be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in
connection with such defense.
C.
Advancement
of Expenses
.
Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the corporation as
authorized in this Article VII.
D.
Other
Rights
.
The
indemnification provided by this Article VII does not exclude any other rights
to which a person seeking indemnification may be entitled under any law, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as
to action in his official capacity and as to action in another capacity while
holding such office. The indemnification provided by this Article VII shall
continue as to a person who has ceased to be a director, officer, employee
or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. No amendment to repeal of this Article VII shall apply to
or
have any effect on, the rights of any director, officer, employee or agent
under
this Article VII which rights come into existence by virtue of acts or omissions
of such director, officer, employee or agent occurring prior to such amendment
or repeal.
E.
Insurance
.
The
corporation may purchase and maintain insurance on behalf of any person who
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.
F.
Definition
of Corporation
.
For the
purposes of this Article VII, references to "the Corporation" include, in
addition to the resulting corporation, all constituent corporations (including
any constituent of a constituent) absorbed in consolidation or merger which,
if
its separate existence had continued, would have had power and authority to
indemnify its directors, officer, employees and agents so that any person who
is
or was a director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the
provisions of this Article VII with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.
G.
Other
Definitions
.
For
purposes of this Article VII, references to "other enterprise" shall included
employee benefit plans; references to "fine" shall include any excise tax
assessed on a person with respect to an employee benefit plan; and references
to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties
on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to be
in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests
of
the Corporation" as referred to in this Article VII.
ARTICLE
VIII. DURATION
The
corporation shall have perpetual existence.
