-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DAGAtkXSh1wvoEOn/IZf7h+baYv6HOs+LvQ8zfO48VfET3GYR1uBENAbcKenVO7w JBj8TLl8oH2loztiP/OQKQ== 0000922435-96-000042.txt : 19961003 0000922435-96-000042.hdr.sgml : 19961003 ACCESSION NUMBER: 0000922435-96-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961002 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELADON GROUP INC CENTRAL INDEX KEY: 0000865941 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 133361050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45287 FILM NUMBER: 96638286 BUSINESS ADDRESS: STREET 1: ONE CELADON DR CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 BUSINESS PHONE: 2129774447 MAIL ADDRESS: STREET 2: ONE CELADON DRIVE CITY: INDIIANAPOLIS STATE: IN ZIP: 46236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEATIC CORP CENTRAL INDEX KEY: 0000944801 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133273221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128323038 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) ------------------------------- CELADON GROUP, INC. (Name of Issuer) Common Stock, $.033 par value (Title of Class of Securities) 150838 10 0 (CUSIP Number) -------------------------------- Howard Kailes, Esq. Krugman, Chapnick & Grimshaw Park 80 West - Plaza Two Saddle Brook, New Jersey 07663 (201) 845-3434 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------- July 3, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ------ Check the following box if a fee is being paid with the statement. ------ (A fee is not required only if the reporting person: (a) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. - --------------------- (1) Constitutes Amendment No. 3 to Schedule 13G filed jointly by Hanseatic Corporation, Paul Biddelman and Wolfgang Traber. 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 ("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). CUSIP NO. 150838 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hanseatic Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OR ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 995,056 (see footnote 1) 8 SHARED VOTING POWER (see footnote 2) 9 SOLE DISPOSITIVE POWER 995,056 (see footnote 1) 10 SHARED DISPOSITIVE POWER (see footnote 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 995,056 (see footnotes 1 and 2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see footnote 2) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% (see footnote 3) 14 TYPE OF REPORTING PERSON* CO - ----------------- (1) Includes 12,121 shares issuable upon exercise of outstanding warrants. (2) Excludes an aggregate of approximately 998,315 shares (the "Russell Shares") beneficially owned by Stephen Russell (including 40,001 shares issuable upon exercise of outstanding options exercisable within 60 days), as reported in the Annual Report on Form 10-K of Celadon Group, Inc. for the fiscal year ended June 30, 1996. The Russell Shares are subject to a stockholders' agreement among Celadon Group, Inc., Hanseatic Corporation and Stephen Russell. (3) Based upon an aggregate of 7,632,580 shares outstanding at September 17, 1996. CUSIP NO. 150838 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wolfgang Traber 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Germany NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -- 8 SHARED VOTING POWER 995,056 (see footnotes 1 and 2) 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 995,056 (see footnotes 1 and 2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 995,056 (see footnotes 1 and 2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see footnote 2) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% (see footnote 3) 14 TYPE OF REPORTING PERSON* IN - --------------- (1) Represents shares beneficially owned by Hanseatic Corporation; the undersigned holds in excess of a majority of the shares of capital stock of Hanseatic Corporation. (2) Excludes the Russell Shares. (3) Based upon an aggregate of 7,632,580 shares outstanding at September 17, 1996. CUSIP NO. 150838 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul A. Biddelman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) ----- 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ----- 6 CITIZENSHIP OR PLACE OR ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 16,168 (see footnote 1) 8 SHARED VOTING POWER 995,056 (see footnotes 2 and 3) 9 SOLE DISPOSITIVE POWER 16,168 (see footnote 1) 10 SHARED DISPOSITIVE POWER 995,056 (see footnotes 2 and 3) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,011,224 (see footnotes 1, 2 and 3) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see footnote 2) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% (see footnote 4) 14 TYPE OF REPORTING PERSON* IN - --------------- (1) Represents shares issuable upon exercise of outstanding options exercisable within 60 days. (2) Represents shares beneficially owned by Hanseatic Corporation; the undersigned is the treasurer of Hanseatic Corporation and its designee on the board of directors of Celadon Group, Inc. (3) Excludes the Russell Shares. (4) Based upon an aggregate of 7,632,580 shares outstanding at September 17, 1996. INTRODUCTION Pursuant to Reg. Section 240.13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 to Schedule 13D restates Item 5 of the Statement on Schedule 13D dated July 3, 1996 filed jointly by Hanseatic Corporation ("Hanseatic"), Wolfgang Traber ("Traber") and Paul A. Biddelman ("Biddelman"), which reported the acquisition of 548,314 shares of the common stock, $.033 par value (the "Common Stock"), of Celadon Group, Inc. (the "Corporation") pursuant to a stock purchase agreement dated July 3, 1996 (the "Stock Purchase Agreement") among Leonard R. Bennett ("Bennett") and Peter Bennett and, individually and as agent, Stephen Russell ("Russell") and Hanseatic, and the amendment by the Corporation, Russell, Bennett and Hanseatic to the stockholders agreement dated October 8, 1992 (as amended, the "Stockholders Agreement"). Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of October 2, 1996, Hanseatic beneficially owned, for purposes of Rule 13d-3 under the Exchange Act, 995,056 shares (the "Shares") of Common Stock, including 12,121 shares issuable upon exercise of warrants (the "Warrants") held by Hanseatic, constituting, to the best of the knowledge of Hanseatic, 13.0% of the issued and outstanding shares of Common Stock. Such shares exclude approximately 998,315 shares beneficially owned by Russell (including 40,001 shares issuable upon exercise of outstanding stock options exercisable within 60 days) subject to the Stockholders Agreement. Traber holds in excess of a majority of the shares of capital stock of Hanseatic and, accordingly, may be deemed beneficially to own the Shares, constituting, to the best of the knowledge of Traber, 13.0% of the issued and outstanding shares of Common Stock. Biddelman is the Treasurer of Hanseatic, and, accordingly, may be deemed beneficially to own the Shares in addition to 16,168 shares (the "Option Shares") of Common Stock issuable upon exercise of options granted by the Corporation under its 1994 Employee Stock Option Plan and exercisable within 60 days, in the aggregate constituting, to the best of the knowledge of Biddelman, 13.2% of the issued and outstanding shares of Common Stock. (b) Excluding any effect of the relationships set forth under the Stockholders Agreement, Hanseatic has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, 995,056 shares of Common Stock. Excluding any effect of the relationships set forth under the Stockholders Agreement, Traber has shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, 995,056 shares of Common Stock. Excluding any effect of the relationships set forth under the Stockholders Agreement, Biddelman has sole power to vote or direct the vote of, and sole power to dispose or to direct the disposition of, the Option Shares, and shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, 995,056 shares of Common Stock. (c) On July 3, 1996, Hanseatic acquired an additional 548,314 shares of Common Stock pursuant to the privately negotiated Stock Purchase Agreement for an aggregate purchase price of $4,934,826. All of such shares were acquired on behalf of Hanseatic Americas LDC, a Bahamian limited duration company in which the sole managing member is Hansabel Partners LLC, a Delaware limited liability company in which Hanseatic is the sole managing member. (d) Hanseatic Americas LDC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, an aggregate of 946,021 shares of Common Stock beneficially owned by Hanseatic, constituting approximately 12.4% of the outstanding Common Stock. In addition, certain clients of Hanseatic who provided funds for the purchase price of the 9.25% Senior Subordinated Note dated October 8, 1992 (the "Note") issued by the Corporation to Hanseatic together with the Warrants have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the additional shares of Common Stock beneficially owned by Hanseatic which were obtained upon conversion of the Note in February 1994. No such client's interest in such dividends or proceeds relate to more than five per cent of the outstanding Common Stock. The foregoing excludes the effect of the relationship set forth under the Stockholders Agreement covering shares held by Russell. (e) Not applicable. Item 7. Materials to be Filed as Exhibits. --------------------------------- Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii) SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 1996 HANSEATIC CORPORATION By s/Paul A. Biddelman ---------------------------- Paul A. Biddelman, Treasurer Dated: October 2, 1996 s/Wolfgang Traber ------------------------------ Wolfgang Traber Dated: October 2, 1996 s/Paul A. Biddelman ------------------------------ Paul A. Biddelman INDEX TO EXHIBITS Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii) EX-99.A 2 EXHIBIT A Pursuant to Rule 13d-1(f)(1)(iii) promulgated by the Securities and Exchange commission, the undersigned agree that the statement to which this Exhibit is attached is filed on their behalf in the capacities set out hereinbelow. Dated: October 2, 1996 HANSEATIC CORPORATION By s/Paul A. Biddelman ---------------------------- Paul A. Biddelman, Treasurer Dated: October 2, 1996 s/Wolfgang Traber ------------------------------ Wolfgang Traber Dated: October 2, 1996 s/Paul A. Biddelman ------------------------------ Paul A. Biddelman -----END PRIVACY-ENHANCED MESSAGE-----