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):
October
25, 2005
___________________________________________________________________
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
7.01
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Regulation
FD Disclosure.
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On
Monday, October 24, 2005, Covenant Transport, Inc., a Nevada
corporation
(the "Company"), issued a press release announcing its financial
and
operating results for the third quarter and nine months ended
September
30, 2005, after the close of the market. On Tuesday, October
25, 2005, the
Company filed the press release on Form 8-K, posted the script
for the
conference call (the "Conference Call") to its website, and thereafter
held the Conference Call to discuss the press release, as well
as certain
other historical and forward-looking financial and statistical
information. In answer to a question, management clarified that
for the
fourth quarter of 2005 the Company expects its costs to increase
$0.02 to
$0.03 per mile more than revenue does on a sequential basis versus
the
third quarter of 2005. This Form 8-K is filed to update and correct
the
script for the Conference Call, and the updated script is attached
to this
report as Exhibit 99.1. The Company also has updated the script
that is
posted on its website.
The
information contained in this report and the exhibit 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 (the
"Securities
Act"), or the Exchange Act, except as shall be expressly set
forth by
specific reference in such a filing.
The
information in this report and the exhibit hereto may contain
"forward-looking statements" within the meaning of Section 27A
of the
Securities Act and Section 21E of the Exchange Act. Such statements
are
made based on the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties.
Actual
results or events may differ from those anticipated by forward-looking
statements. With respect to our expectations for the remainder
of 2005
(including but not limited to our expectations regarding rates,
average
revenue per truck per week, fuel costs, and non-fuel costs) as
well as
expectations regarding our ongoing business in general, the following
factors, among others, could cause actual results to differ materially
from those in forward-looking statements: a continuation of lower
than
expected freight volumes and rates from our customers; 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99.1
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Script
from Conference Call held by the Company on October 25,
2005
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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:
October 26, 2005
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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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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99.1
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Script
from Conference Call held by the Company on October 25,
2005
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