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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Covenant Transport, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.01
(Title of Class of Securities)
22284P105
(CUSIP Number)
January 23, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1745 (12-02)
Page 1
CUSIP No. 22284P105
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1. Names of Reporting Persons Elizabeth Fuller, Individually and as
I.R.S. Identification Nos. of above Executor of the Estate of Clyde M.
persons (entities only) Fuller
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States of America
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5. Sole Voting Power 1,406,134*
Number of -------------------------------------------------------------
Shares 6. Shared Voting Power 0
Beneficially -------------------------------------------------------------
Owned by 7. Sole Dispositive Power 1,406,134*
Each -------------------------------------------------------------
Reporting 8. Shared Dispositive Power 0
Person With:
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,406,134*
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10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
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11. Percent of Class Represented by Amount in Row (9) 11.7%
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12. Type of Reporting Person (See Instructions) IN
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* Covenant Transport 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 (a) at any time at the election of the holder and (b)
automatically upon transfer to any person other than members of Mr. and Mrs.
Parker's immediate family. Elizabeth Fuller was qualified under local law on
January 23, 2003, as the Executor of the Estate of Clyde M. Fuller (the
"Estate"). Mrs. Fuller is the sole beneficiary of the Estate. Mrs. Fuller
currently controls, as Executor of the Estate, stock possessing 8.4% of the
voting power of all outstanding Covenant stock. Share amount includes 1,360,300
shares of Class A Common Stock and 25,000, 7,500, and 13,334 shares of Class A
Common Stock that the Estate does not yet own, but with respect to which the
Estate has options that are currently exercisable to purchase for $15.25,
$12.375, and $8.00 per share, respectively. Neither Mrs. Fuller nor the Estate
own any additional options to purchase that are exercisable within sixty days.
Page 2
Item 1.
(a) Name of Issuer Covenant Transport, Inc.
(b) Address of Issuer's Principal
Executive Offices 400 Birmingham Highway
Chattanooga, TN 37419
Item 2.
(a) Name of Person Filing Elizabeth Fuller, Individually and
as Executor of the Estate of Clyde
M. Fuller
(b) Address of Principal Business Office or,
if none, Residence 400 Birmingham Highway
Chattanooga, TN 37419
(c) Citizenship United States of America
(d) Title of Class of
Securities Class A Common Stock, par value $.01 per share
(e) CUSIP No. 22284P105
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: N/A
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,406,134*
--------------
(b) Percent of class: 11.7%*
--------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,406,134*
--------------
(ii) Shared power to vote or to direct the vote 0
--------------
(iii) Sole power to dispose or to direct the
disposition of 1,406,134*
--------------
(iv) Shared power to dispose or to direct the
disposition of 0
--------------
* Covenant Transport 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 (a) at any time at the election of the holder and (b)
automatically upon transfer to any person other than members of Mr. and Mrs.
Parker's immediate family. Elizabeth Fuller was qualified under local law on
January 23, 2003, as the Executor of the Estate of Clyde M. Fuller (the
"Estate"). Mrs. Fuller is the sole beneficiary of the Estate. Mrs. Fuller
currently controls, as Executor of the Estate, stock possessing 8.4% of the
voting power of all outstanding Covenant stock. Share amount includes 1,360,300
shares of Class A Common Stock and 25,000, 7,500, and 13,334 shares of Class A
Common Stock that the Estate does not yet own, but with respect to which the
Estate has options that are currently exercisable to purchase for $15.25,
$12.375, and $8.00 per share, respectively. Neither Mrs. Fuller nor the Estate
own any additional options to purchase that are exercisable within sixty days.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company N/A
Page 3
Item 8. Identification and Classification of Members of the Group N/A
Item 9. Notice of Dissolution of Group N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 3, 2003
-----------------------------------------
Date
/s/ Elizabeth Fuller by Mark A. Scudder
-----------------------------------------
Signature
Elizabeth Fuller, Individually and as
Executor of the Estate of Clyde M. Fuller,
by Mark A. Scudder, attorney-in-fact,
pursuant to a Power of Attorney filed
herewith.
-----------------------------------------
Name/Title
Page 4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Earl H. Scudder, Mark A. Scudder, Heidi Hornung-Scherr, and
Catherine A. Chase, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or stockholder of Covenant
Transport, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and all Schedules 13D and 13G that the undersigned may be
required to file with the U.S. Securities and Exchange Commission;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any
amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of January, 2003.
/s/ Elizabeth Fuller
------------------------------
Elizabeth Fuller