-----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, GA1a6BbXFAhjcN7CATxqNZBzI904cpaOJ6gsQxCbIX8k7IK04FUeGutshuLvyZb5 uTVLnzMNpK+ZMJZ7if6U7A== 0000922435-02-000014.txt : 20020530 0000922435-02-000014.hdr.sgml : 20020530 20020530144638 ACCESSION NUMBER: 0000922435-02-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020530 GROUP MEMBERS: WOLFGANG TRABER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELADON GROUP INC CENTRAL INDEX KEY: 0000865941 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] 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: 005-47050 FILM NUMBER: 02666136 BUSINESS ADDRESS: STREET 1: ONE CELADON DR CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 BUSINESS PHONE: 2129774447 MAIL ADDRESS: STREET 1: ONE CELADON DRIVE CITY: INDIIANAPOLIS STATE: IN ZIP: 46236-4207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEATIC CORP CENTRAL INDEX KEY: 0000944801 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 celadon13d8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8(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 & Kailes LLP 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) ------------------------------- May 21, 2002 (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. --------- Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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. 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). - -------------------------- (1) Constitutes Amendment No. 10 to Schedule 13G filed jointly by Hanseatic Corporation and Wolfgang Traber. 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) ----- (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 OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 326,032 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 326,032 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,032 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% (see footnote 1) 14 TYPE OF REPORTING PERSON* CO - ----------------- (1) Based upon an aggregate of 7,645,992 shares outstanding at May 15, 2002, as reported in the issuer's most recent Quarterly Report on Form 10-Q. 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 OF ORGANIZATION Germany NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -- 8 SHARED VOTING POWER 326,032(see footnote 1) 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 326,032(see footnote 1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,032(see footnote 1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% (see footnote 2) 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) Based upon an aggregate of 7,645,992 shares outstanding at May 15, 2002, as reported in the issuer's most recent Quarterly Report on Form 10-Q. INTRODUCTORY STATEMENT Pursuant to Reg. Section 240.13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 8 to Schedule 13D discloses changes in the Statement on Schedule 13D dated July 3, 1996, as amended by Amendment No. 1 thereto dated July 3, 1996, Amendment No. 2 thereto dated December 31, 1997, Amendment No. 3 thereto dated June 23, 1998, Amendment No. 4 thereto dated March 24, 2000, Amendment No. 5 thereto dated June 30, 2001, Amendment No. 6 thereto dated April 23, 2002 and Amendment No. 7 thereto dated May 7, 2002 (collectively, the "Amended Statement on Schedule 13D") filed jointly by Hanseatic Corporation ("Hanseatic") and Wolfgang Traber ("Traber"), and therefore does not restate the items therein in their entirety. Item 1. Security and Issuer. ------------------- This statement relates to shares of the common stock, $.033 par value (the "Common Stock"), of Celadon Group, Inc., a Delaware corporation (the "Corporation"). The principal executive offices of the Corporation are located at One Celadon Drive, Indianapolis, Indiana 46235-4207. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of May 30, 2002, Hanseatic beneficially owned, for purposes of Rule 13d-3 under the Exchange Act, 326,032 shares (the "Shares") of Common Stock, constituting, to the best of the knowledge of Hanseatic, 4.3% of the issued and outstanding shares of Common Stock. 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, 4.3% of the issued and outstanding shares of Common Stock. (b) Hanseatic has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, the Shares. Traber has shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, the Shares. (c) Since the last filing of the most recent amendment to the Amended Statement on Schedule 13D, Hanseatic sold shares of Common Stock in open market brokerage transactions in the over- the-counter market as follows: Date of Number of Shares Sale Price Transactions of Common Stock Sold Per Share May 20, 2002 7,500 $10.26 May 21, 2002 75,000 10.40 May 21, 2002 12,500 10.27 May 28, 2002 10,000 11.50 May 29, 2002 10,000 11.70 May 29, 2002 10,000 11.75 (d) Certain clients for which Hanseatic invests on a discretionary basis have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported hereunder as beneficially owned by Hanseatic. No such client's interest in such dividends or proceeds relates to more than five percent of the outstanding Common Stock. (e) Upon consummation of the sales described under Paragraph (c) of this Item 5, each of Hanseatic and Traber ceased to be the beneficial owner of more than five percent of the outstanding Common Stock. Item 7. Materials to be Filed as Exhibits. ----------------------------------------------------- Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(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: May 30, 2002 HANSEATIC CORPORATION By s/Bruce Beaty -------------------------- Bruce Beaty, Vice President Dated: May 30, 2002 s/Wolfgang Traber ----------------------------- Wolfgang Traber INDEX TO EXHIBITS ----------------- Exhibit A - Agreement pursuant to Rule 13d- 1(k)(l)(iii) G:\CORP\HANSEATI\SEC.DOC\celadon13d8.doc 9 G:\CORP\HANSEATI\SEC.DOC\celadon13d8.doc corp\ers\sec.doc\13d-fail.am6.01.doc EX-99 3 celadon13d8exa.txt EXHIBIT A Pursuant to Rule 13d-1(k)(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 herein below. Dated: May 30, 2002 HANSEATIC CORPORATION By s/Bruce Beaty -------------------------- Bruce Beaty, Vice President Dated: May 30, 2002 s/Wolfgang Traber ----------------------------- Wolfgang Traber -----END PRIVACY-ENHANCED MESSAGE-----