SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Under
the Securities Exchange Act of 1934
COVENANT TRANSPORTATION GROUP,
INC.
(Name of Issuer
)
CLASS
A COMMON STOCK, PAR VALUE $.01
(Title
of Class of Securities)
22284P105
(CUSIP
Number)
David
R. and Jacqueline F. Parker
400
Birmingham Highway
Chattanooga,
TN 37419
Telephone: (423)
821-2369
Facsimile: (423)
821-0219
(
Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
With
a copy to:
Mark
Scudder, Esq.
Scudder
Law Firm, P.C., L.L.O.
411
South 13
th
Street,
2
nd
Floor
Lincoln,
NE 68508
November
28, 2008
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
CUSIP NO.: 22284P105
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
David
R. Parker and Jacqueline F. Parker
(1)
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
Source
of Funds (See Instructions)
PF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
||
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
5,978,291
(2)
|
|
|
8.
|
Shared
Voting Power
0
|
||
|
9.
|
Sole
Dispositive Power
5,978,291
(2)
|
||
|
10.
|
Shared
Dispositive Power
0
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,978,291
(2)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
39.8%
(3)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
||
|
__________________________
|
|
(1)
|
Shares
reported are based upon the December 8, 2008, holdings of David R.
Parker and Jacqueline F. Parker. All shares are held by Mr. and
Mrs. Parker as joint tenants with rights of survivorship, with the
exception of (i) 76,750 shares of restricted Class A Common Stock
granted to Mr. Parker subject to certain performance vesting and holding
provisions, (ii) 13,277 shares of Class A Common Stock allocated to
the account of Mr. Parker under the 401(k) plan of the Issuer (the number
of shares reported as beneficially owned is equal to Mr. Parker’s
November 17, 2008, account balance in the employer stock fund under
the Issuer’s 401(k) plan divided by the closing price on such date),
(iii) 199,787 shares of Class A Common Stock that Mr. Parker does not
yet own, but with respect to which Mr. Parker has currently exercisable
options to purchase, (iv) 100,000 shares of Class A Common Stock
owned by the Parker Family Limited Partnership (of which Mr. and Mrs.
Parker are the two general partners and possess sole voting and investment
control), (v) 222,780 shares of Class A Common Stock owned by the
David R. Parker 2005 Trust (of which Mr. Parker is the sole lifetime
beneficiary and Mrs. Parker is the trustee), and (vi) 715,000 shares
of Class A Common Stock by the David R. Parker 2008 Trust (of which Mr.
Parker is the sole lifetime beneficiary and Mrs. Parker is the
trustee).
|
|
(2)
|
Includes
(i) 2,300,697 shares of Class A Common Stock owned by Mr. and Mrs.
Parker as joint tenants with rights of survivorship, (ii) 100,000
shares of Class A Common Stock owned by the Parker Family Limited
Partnership (of which Mr. and Mrs. Parker are the two general partners and
possess sole voting and investment control), (iii) 76,750 shares of
restricted Class A Common Stock granted to Mr. Parker subject to certain
performance vesting and holding provisions, (iv) 13,277 shares of
Class A Common Stock allocated to the account of Mr. Parker under the
Issuer's 401(k) plan (the number of shares reported as beneficially owned
is equal to Mr. Parker’s November 17, 2008, account balance in the
employer stock fund under the Issuer’s 401(k) plan divided by the closing
price on such date), (v) 10,000, 7,206, 10,000, 110,000, 10,000,
10,000, 6,891, 10,000, 10,000, 5,690, and 10,000 shares of Class A Common
Stock that Mr. Parker does not yet own, but with respect to which Mr.
Parker has currently exercisable options to purchase for $13.00, $13.125,
$12.1875, $8.00, $16.79, $15.39, $17.30, $17.63, $15.71, $21.43, and
$13.64 per share, respectively, (vi) 2,350,000 shares of Class B
Common Stock, which is not registered under Section 12 of the Securities
Exchange Act of 1934, but which is convertible into an equal number of
shares of Class A Common Stock, (vii) 222,780 shares of Class A
Common Stock owned by the David R. Parker 2005 Trust (of which Mr. Parker
is the sole lifetime beneficiary and Mrs. Parker is the trustee), and
(viii) 715,000 shares of Class A Common Stock by the David R. Parker
2008 Trust (of which Mr. Parker is the sole lifetime beneficiary and Mrs.
Parker is the trustee). There are no additional options to
purchase that will be exercisable within sixty days of the date
hereof.
|
|
(3)
|
The
Issuer has both Class A and Class B Common Stock. The Class A
Common Stock has one vote per share. The Class B Common Stock
has two votes per share while beneficially owned by David, Jacqueline,
Rachel, or Jonathan Parker. The Class B Common Stock is
currently controlled by David and Jacqueline Parker. Each share
of Class B Common Stock is convertible into the same number of shares of
Class A Common Stock (i) at any time at the election of the holder
and (ii) automatically upon transfer to any person other than members
of Mr. and Mrs. Parker's immediate family. As of
November 6, 2008, there were 11,699,182 shares of Class A
Common Stock, 2,350,000 shares of Class B Common Stock outstanding, and
768,449 shares of restricted Class A Common Stock
outstanding. Accordingly, the percentage indicated is based
upon 15,017,418 shares outstanding, which includes the foregoing
shares and 199,787 shares underlying Mr. Parker's currently
exercisable options. As a result of the two-class structure,
Mr. and Mrs. Parker controlled stock possessing approximately 48.0% of the
voting power of all outstanding Issuer stock as of November 6,
2008.
|
|
David
R. Parker and Jacqueline F. Parker previously filed Schedule 13G pursuant
to the provisions of Rule 13d-1(d).
|
|
Item
1.
|
Security
and Issuer.
|
This statement on Schedule 13D (this
"Statement") relates to the Class A Common Stock, par value $0.01 per share (the
"Common Stock"), of Covenant Transportation Group, Inc., a Nevada corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 400 Birmingham Highway, Chattanooga, TN 37419.
Item
2. Identity and Background.
(a) This
Statement is being filed jointly on behalf of David R. Parker and Jacqueline F.
Parker (together, the "Reporting Persons"). The Reporting Persons may
be deemed to be members of a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. The filing of this
Statement, however, should not be deemed an admission that the Reporting Persons
comprise a group for purposes of Section 13(d)(3).
(b) The
business address of the Reporting Persons is 400 Birmingham Highway,
Chattanooga, TN 37419.
(c)
Mr.
Parker
The
principal occupation of Mr. Parker is Chairman, President, and Chief Executive
Officer of the Issuer. The principal business address of the Issuer
is 400 Birmingham Highway, Chattanooga, TN 37419.
Mrs.
Parker
The principal occupation of Mrs. Parker
is managing the Parkers’ business affairs and investments. Mrs.
Parker's business address is 400 Birmingham Highway, Chattanooga, TN
37419.
(d) –
(e) During the last five years, neither of the Reporting
Persons has been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f)
The Reporting Persons are citizens of the United States of America.
Item
3. Source and Amount of Funds or Other
Consideration.
The
Reporting Persons acquired 5,150,000 shares of Class A Common Stock and
2,350,000 shares of Class B Common Stock pursuant to an Exchange Agreement
between the Reporting Persons and the Issuer prior to its initial public
offering. The Reporting Persons acquired the 76,750 shares of
restricted stock and options to purchase 199,787 shares of Class A Common Stock
through Mr. Parker's service as an officer of the Issuer. In
addition, 13,277 shares of Class A Common Stock are allocated to the account of
Mr. Parker under the Issuer's 401(k) plan. The Reporting Persons acquired
550,910 shares of Class A Common Stock in open market or block purchases under
Rule 10b-18 using personal funds.
Item
4. Purpose of Transaction.
The
acquisitions of the Class A Common Shares were undertaken by the Reporting
Persons for investment purposes, except the awards of restricted stock and stock
options, which were made by the Issuer’s compensation committee for compensation
purposes. Depending on the volume of additional purchases by the
Reporting Persons, if any, it is possible that the Reporting Persons may
beneficially own more than 50% of the outstanding voting power or Common Stock
of the Issuer.
The
Reporting Persons intend to participate in and influence the affairs of the
Issuer through the exercise of their voting rights with respect to their shares
of Common Stock. In addition, David R. Parker will continue to influence the
affairs of the Issuer in his capacity as the Chairman, President, and Chief
Executive Officer of the Issuer. From time to time, the Reporting Persons intend
to review the performance of their investments and consider or explore variety
of alternatives, including, without limitation: (a) the acquisition of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) a change in the present Board of Directors or management
of the Issuer; (e) a material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws, or instruments
corresponding thereto, or other actions that may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) causing a class of equity securities of the
Issuer to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above. Any alternatives that the Reporting
Persons may pursue will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for the Common Stock;
the financial condition, results of operations, and prospects of the Issuer;
general economic, financial market, and industry conditions; and the investment
objectives of the Reporting Persons. Except as set forth above, the Reporting
Persons have no present plans or proposals with respect to any of the matters
set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the
Issuer.
(a) As
of November 6, 2008, there were 11,699,182 shares of Common Stock outstanding
and 768,449 shares of restricted Common Stock outstanding. As of the
date hereof, the Reporting Persons may be deemed to be the beneficial owner
(pursuant to Rule 13d-3) of an aggregate of 5,978,291
1
shares of Common Stock, representing
approximately 39.8%
2
of
the issued and outstanding shares of Common Stock of the Issuer.
(b) The
Reporting Persons have the sole power to vote all of the shares of Common Stock
of the Issuer for which beneficial ownership is reported; provided, however,
that shares underlying exercisable stock options do not have voting rights until
such options are duly exercised.
(c) During
the past sixty days, the following transactions were effected:
|
Reporting
Person
|
Date
|
Number
of Shares
|
Transaction
|
Price
Per Share (Exclusive of Commissions)
|
||||
|
David
and Jacqueline Parker
|
11/11/2008
|
200
|
Purchase
(NASDAQ)
|
$1.62
|
||||
|
David
and Jacqueline Parker
|
11/11/2008
|
800
|
Purchase
(NASDAQ)
|
$1.68
|
||||
|
David
and Jacqueline Parker
|
11/11/2008
|
200
|
Purchase
(NASDAQ)
|
$1.6999
|
||||
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David
and Jacqueline Parker
|
11/11/2008
|
3,100
|
Purchase
(NASDAQ)
|
$1.70
|
||||
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David
and Jacqueline Parker
|
11/11/2008
|
2,000
|
Purchase
(NASDAQ)
|
$1.71
|
||||
|
David
and Jacqueline Parker
|
11/11/2008
|
2,300
|
Purchase
(NASDAQ)
|
$1.72
|
||||
|
David
and Jacqueline Parker
|
11/11/2008
|
2,500
|
Purchase
(NASDAQ)
|
$1.73
|
||||
|
David
and Jacqueline Parker
|
11/12/2008
|
400
|
Purchase
(NASDAQ)
|
$1.6999
|
||||
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David
and Jacqueline Parker
|
11/12/2008
|
10,700
|
Purchase
(NASDAQ)
|
$1.70
|
||||
|
David
and Jacqueline Parker
|
11/13/2008
|
150
|
Purchase
(NASDAQ)
|
$1.69
|
||||
|
David
and Jacqueline Parker
|
11/13/2008
|
4,400
|
Purchase
(NASDAQ)
|
$1.70
|
||||
|
David
and Jacqueline Parker
|
11/13/2008
|
300
|
Purchase
(NASDAQ)
|
$1.71
|
||||
|
David
and Jacqueline Parker
|
11/13/2008
|
6,250
|
Purchase
(NASDAQ)
|
$1.72
|
||||
|
David
and Jacqueline Parker
|
11/14/2008
|
4,500
|
Purchase
(NASDAQ)
|
$1.60
|
||||
|
David
and Jacqueline Parker
|
11/14/2008
|
6,100
|
Purchase
(NASDAQ)
|
$1.62
|
||||
|
David
and Jacqueline Parker
|
11/14/2008
|
500
|
Purchase
(NASDAQ)
|
$1.63
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
400
|
Purchase
(NASDAQ)
|
$1.47
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
100
|
Purchase
(NASDAQ)
|
$1.48
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
3,500
|
Purchase
(NASDAQ)
|
$1.50
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
300
|
Purchase
(NASDAQ)
|
$1.51
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
5,400
|
Purchase
(NASDAQ)
|
$1.52
|
||||
|
David
and Jacqueline Parker
|
11/17/2008
|
100
|
Purchase
(NASDAQ)
|
$1.54
|
||||
|
David
and Jacqueline Parker
|
11/18/2008
|
100
|
Purchase
(NASDAQ)
|
$1.49
|
||||
|
David
and Jacqueline Parker
|
11/18/2008
|
9,700
|
Purchase
(NASDAQ)
|
$1.50
|
||||
|
David
and Jacqueline Parker
|
11/19/2008
|
600
|
Purchase
(NASDAQ)
|
$1.42
|
||||
|
David
and Jacqueline Parker
|
11/19/2008
|
700
|
Purchase
(NASDAQ)
|
$1.45
|
||||
|
David
and Jacqueline Parker
|
11/19/2008
|
200
|
Purchase
(NASDAQ)
|
$1.4999
|
||||
|
David
and Jacqueline Parker
|
11/19/2008
|
8,300
|
Purchase
(NASDAQ)
|
$1.50
|
||||
|
David
and Jacqueline Parker
|
11/20/2008
|
9,800
|
Purchase
(NASDAQ)
|
$1.43
|
||||
|
David
and Jacqueline Parker
|
11/21/2008
|
2,300
|
Purchase
(NASDAQ)
|
$1.47
|
||||
|
David
and Jacqueline Parker
|
11/21/2008
|
7,500
|
Purchase
(NASDAQ)
|
$1.48
|
||||
|
David
and Jacqueline Parker
|
11/24/2008
|
400
|
Purchase
(NASDAQ)
|
$1.41
|
||||
|
David
and Jacqueline Parker
|
11/24/2008
|
700
|
Purchase
(NASDAQ)
|
$1.42
|
||||
|
David
and Jacqueline Parker
|
11/24/2008
|
4,900
|
Purchase
(NASDAQ)
|
$1.44
|
||||
|
David
and Jacqueline Parker
|
11/25/2008
|
10,000
|
Purchase
(NASDAQ)
|
$1.47
|
||||
|
David
and Jacqueline Parker
|
11/26/2008
|
1,596
|
Purchase
(NASDAQ)
|
$1.49
|
||||
|
David
and Jacqueline Parker
|
11/26/2008
|
1,584
|
Purchase
(NASDAQ)
|
$1.52
|
||||
|
David
and Jacqueline Parker
|
11/26/2008
|
1,500
|
Purchase
(NASDAQ)
|
$1.55
|
||||
|
David
and Jacqueline Parker
|
11/26/2008
|
80
|
Purchase
(NASDAQ)
|
$1.58
|
||||
|
David
and Jacqueline Parker
|
11/26/2008
|
5,240
|
Purchase
(NASDAQ)
|
$1.68
|
||||
|
David
and Jacqueline Parker
|
11/28/2008
|
411,610
|
Purchase
(NASDAQ)
|
$1.50
|
||||
|
David
and Jacqueline Parker
|
12/01/2008
|
3,147
|
Purchase
(NASDAQ)
|
$1.56
|
||||
|
David
and Jacqueline Parker
|
12/01/2008
|
500
|
Purchase
(NASDAQ)
|
$1.63
|
||||
|
David
and Jacqueline Parker
|
12/01/2008
|
200
|
Purchase
(NASDAQ)
|
$1.6399
|
||||
|
David
and Jacqueline Parker
|
12/01/2008
|
5,353
|
Purchase
(NASDAQ)
|
$1.64
|
||||
|
David
and Jacqueline Parker
|
12/02/2008
|
1,500
|
Purchase
(NASDAQ)
|
$1.70
|
||||
|
David
and Jacqueline Parker
|
12/03/2008
|
100
|
Purchase
(NASDAQ)
|
$1.75
|
||||
|
David
and Jacqueline Parker
|
12/03/2008
|
50
|
Purchase
(NASDAQ)
|
$1.84
|
||||
|
David
and Jacqueline Parker
|
12/03/2008
|
9,050
|
Purchase
(NASDAQ)
|
$1.85
|
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described in Items 3, 4, and
5 of this Statement, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the Reporting Persons and any person,
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of
proxies. The Reporting Persons have entered into a joint filing
agreement which is attached as Exhibit 1 hereto.
Item
7. Material to be Filed as Exhibits.
Exhibit
1 Joint
Filing Agreement, dated December 8, 2008, by and between the Reporting
Persons
__________________________________
1
The shares of Common Stock deemed to be
beneficially owned by the Reporting Persons consist of (i) 2,300,697 shares
of Common Stock owned by Mr. and Mrs. Parker as joint tenants with rights of
survivorship, (ii) 100,000 shares of Class A Common Stock owned by the
Parker Family Limited Partnership (of which Mr. and Mrs. Parker are the two
general partners and possess sole voting and investment control),
(iii) 76,750 shares of restricted Class A Common Stock granted to Mr.
Parker subject to certain performance vesting and holding provisions,
(iv) 13,277 shares of Class A Common Stock allocated to the account of Mr.
Parker under the Issuer's 401(k) plan (the number of shares reported as
beneficially owned is equal to Mr. Parker’s November 17, 2008, account
balance in the employer stock fund under the Issuer’s 401(k) plan divided by the
closing price on such date), (v) 10,000, 7,206, 10,000, 110,000, 10,000,
10,000, 6,891, 10,000, 10,000, 5,690, and 10,000 shares of Class A Common Stock
that Mr. Parker does not yet own, but with respect to which Mr. Parker has
currently exercisable options to purchase for $13.00, $13.125, $12.1875, $8.00,
$16.79, $15.39, $17.30, $17.63, $15.71, $21.43, and $13.64 per share,
respectively, (vi) 2,350,000 shares of Class B Common Stock, which is not
registered under Section 12 of the Securities Exchange Act of 1934,
(vii) 222,780 shares of Class A Common Stock owned by the David R. Parker
2005 Trust (of which Mr. Parker is the sole lifetime beneficiary and Mrs. Parker
is the trustee), and (viii) 715,000 shares of Class A Common Stock by the
David R. Parker 2008 Trust (of which Mr. Parker is the sole lifetime beneficiary
and Mrs. Parker is the trustee).
2
The Issuer has both Class A and Class B
Common Stock. The Class A Common Stock has one vote per
share. The Class B Common Stock has two votes per share while
beneficially owned by David, Jacqueline, Rachel, or Jonathan
Parker. The Class B Common Stock is currently controlled by David and
Jacqueline Parker. Each share of Class B Common Stock is convertible
into the same number of shares of Class A Common Stock (i) at any time at
the election of the holder and (ii) automatically upon transfer to any
person other than members of Mr. and Mrs. Parker's immediate
family. As of November 6, 2008, there were 11,699,182 shares of
Class A Common Stock, 2,350,000 shares of Class B Common Stock outstanding,
and 768,449 shares of restricted Class A Common Stock
outstanding. Accordingly, the percentage indicated is based upon
15,017,418 shares outstanding, which includes the foregoing shares and
199,787 shares underlying Mr. Parker's currently exercisable
options. As a result of the two-class structure, Mr. and Mrs. Parker
controlled stock possessing approximately 48.0% of the voting power of all
outstanding Issuer stock as of November 6, 2008.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth herein
is true, complete and correct, and that this statement is filed on behalf of
myself and the other signatories hereto.
|
DAVID
R. PARKER, individually
|
|
|
/s/ David R.
Parker
|
|
|
JACQUELINE
F. PARKER, individually and
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as
trustee of the David R. Parker 2005 Trust and
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the
David R. Parker 2008 Trust
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/s/ Jacqueline F.
Parker
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Dated:
December 8, 2008
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Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Class A Common Stock of Covenant Transport Group, Inc. and that this
Agreement be included as an Exhibit to such joint filing.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this 8
th
day of
December, 2008.
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DAVID
R. PARKER, individually
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/s/ David R.
Parker
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JACQUELINE
F. PARKER, individually and
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as
trustee of the David R. Parker 2005 Trust and
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the
David R. Parker 2008 Trust
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/s/ Jacqueline F.
Parker
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