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):
March 23,
2005
COVENANT
TRANSPORT, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada |
000-24960 |
88-0320154 |
|
(State
or other jurisdiction
of
incorporation) |
(Commission
File
Number) |
(IRS
Employer
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)) |
|
Item
7.01 |
Regulation
FD Disclosure. |
|
On
Wednesday, March 23, 2005, Covenant Transport, Inc., a Nevada corporation
(the "Company"), issued a press release and held a conference call
announcing its expectations for financial and operating results for the
first quarter. Copies of the press release and the conference call
transcript are attached to this report as Exhibits 99.1 and 99.2,
respectively.
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 furnishing of the information contained in this report and
the exhibits hereto is not intended to, and does not, constitute a
representation that such furnishing is required by Regulation FD or that
such information is material investor information that is not otherwise
publicly available.
The
information in this report and the exhibits hereto may
contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements may be identified by
their use of terms or phrases such as "expects," "estimates," "projects,"
"believes," "anticipates," "plans," "intends," and similar terms and
phrases. Forward-looking statements are
based upon the current beliefs and expectations of our management
are
inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified, which could cause future events and actual
results to differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements. Actual
results may differ from those set forth in the forward-looking statements.
With respect to our expectations concerning freight rates and equipment
utilization, the following factors, among others, could cause actual
results to differ materially from those in forward-looking statements: the
risk that a seasonal upturn in freight volumes and pricing does not occur;
the risk that we continue to be unable to obtain the level of rate
increases we expect regardless of increased freight volumes; the risk that
customer diversion of freight is not temporary; the risk that growth in
our dedicated and refrigerated segments will not continue; and the risk
that our perception of industry fundamentals is incorrect. With respect to
our ability to improve margins and returns over time and our business in
general, the following factors, among others, could cause actual results
to differ materially from those in forward-looking statements: excess
tractor or trailer capacity in the trucking industry; decreased demand for
our services or loss of one or more of our major customers; surplus
inventories; recessionary economic cycles and downturns in customers'
business cycles; strikes, work slow downs, or work stoppages at the
Company, customers, ports, or other shipping related facilities; increases
or rapid fluctuations in fuel prices as well as fluctuations in hedging
activities and surcharge collection; the volume and terms of diesel
purchase commitments; interest rates, fuel taxes, tolls, and license and
registration fees; increases in the prices paid for new revenue equipment
and changes in the resale value of our used equipment; increases in
compensation for and difficulty in attracting and retaining qualified
drivers and independent contractors; elevated experience in the frequency
and severity of claims relating to accident, cargo, workers' compensation,
health, and other claims; increased insurance premiums; fluctuations in
claims expenses that result from high self-insured retention amounts and
differences between estimates used in establishing and adjusting claims
reserves and actual results over time; adverse changes in claims
experience and loss development factors; additional changes in
management's estimates of liability based upon such experience and
development factors; seasonal factors such as harsh weather conditions
that increase operating costs; competition from trucking, rail, and
intermodal competitors; regulatory requirements that increase costs or
decrease efficiency, including revised hours-of-service requirements for
drivers; the ability to successfully execute the Company's initiative of
improving the profitability of single-driver freight movements; the
ability to control increases in operating costs; and the ability to
identify acceptable acquisition candidates, consummate acquisitions, and
integrate acquired operations. Readers should review and consider these
factors along with the various disclosures by the Company in its press
releases, stockholder reports, and filings with the Securities Exchange
Commission. We
disclaim any obligation to update or revise any forward-looking statements
to reflect actual results or changes in the factors affecting the
forward-looking information. |
|
Item
9.01 |
Financial
Statements and Exhibits. | |
|
(c) Exhibits. | ||
|
EXHIBIT
NUMBER |
EXHIBIT
DESCRIPTION | |
|
99.1 |
Covenant
Transport, Inc. press release announcing first
quarter expectations and related conference call | |
|
99.2 |
Transcript
of Covenant Transport, Inc. conference call discussing first quarter
financial and operating expectations | |
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:
March 24, 2005 |
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 first
quarter expectations and related conference call |
|
99.2 |
Transcript
of Covenant Transport, Inc. conference call discussing first quarter
financial and operating expectations |