UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5(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)
-------------------------------
June 30, 2001
(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. 7 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
678,232
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
678,232
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
678,232
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (see footnote 1)
14 TYPE OF REPORTING PERSON*
CO
-----------------
(1) Based upon an aggregate of 7,643,492 shares outstanding at
February 14, 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
678,232 (see footnote 1)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
678,232 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
678,232 (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)
8.9% (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 7,643,492 shares outstanding at
February 14, 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. 5 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, and Amendment No. 4 thereto dated March 24, 2000
(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 2. Identity and Background.
----------------------
This statement is filed jointly, pursuant to Rule 13d-
1(k)(1), by: (i) Hanseatic and (ii) Wolfgang Traber, who holds
in excess of a majority of the shares of capital stock of
Hanseatic. Hanseatic, a New York corporation, whose principal
business is investing, has its principal business and offices
at 450 Park Avenue, Suite 2302, New York, New York 10022. The
names, citizenship, business or residence address and principal
occupation of Traber and of each executive officer and director
of Hanseatic is set forth in Annex 1 attached hereto, which
information is incorporated herein by reference. No person or
entity responding hereunder shall be responsible for the
completeness or accuracy of any information contained herein
with respect to any other person or entity.
During the last five years, neither Hanseatic nor Traber,
nor to the best of the knowledge of Hanseatic, any executive
officer, director or controlling person of Hanseatic identified
in Annex 1, has (a) been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (b)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, and as a result
of which it or he was or is subject to a judgment, decree or
final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 4. Purpose of Transaction.
----------------------
The Corporation, Hanseatic and Stephen Russell have
entered into a Termination Agreement dated as of June 30, 2001,
terminating the previously reported stockholders agreement
dated October 8, 1992, as amended July 3, 1996 (the
"Stockholders Agreement"), among them.
Hanseatic has acquired all securities of the Corporation
which it presently owns as an investment in the performance of
the Corporation, seeking appreciation thereof through the
efforts of current management of the Corporation. Hanseatic
intends to continue to review its investment in the Corporation
and to discuss with management the Corporation's strategies,
goals and operations, and Hanseatic may in the future change
its present course of action with a view towards otherwise
influencing the strategic goals and operations of the
Corporation, and may acquire additional shares of Common Stock.
On the other hand, Hanseatic may determine to dispose of all or
a portion of the Common Stock which it now owns or may
hereafter acquire. In reaching any conclusions as to the
foregoing, Hanseatic will take into account various factors,
including the Corporation's business and prospects, general
economic conditions and money and stock market conditions.
Pursuant to Rule 13d-4, any statements by Traber
herein shall not be construed as an admission that Traber is,
for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities of the Corporation. Traber
does not intend to exercise any power to vote or to direct the
vote, or to dispose or to direct the disposition of any
securities of the Corporation that he may be deemed
beneficially to own except as determined by management of
Hanseatic.
Except as stated in response to this Item 4, none of
Hanseatic nor Traber, nor, to the best of the knowledge of
Hanseatic, any of the executive officers or directors listed
on Annex 1, has any plans or proposals which relate to or
would result in any other action specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of March 8, 2002, Hanseatic beneficially owned,
for purposes of Rule 13d-3 under the Exchange Act, 678,232
shares (the "Shares") of Common Stock, constituting, to the
best of the knowledge of Hanseatic, 8.9% 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, 8.9% 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) Not applicable.
(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 677,021 shares of
Common Stock beneficially owned by Hanseatic, constituting
approximately 8.9% 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 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 percent of the outstanding
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
-----------------------------------------------------
As more fully described under Item 4 herein (which
information is incorporated by reference to this item), the
Stockholders Agreement has been terminated as of June 30, 2001.
Except as stated in response to Item 6 of the Amended
Statement on Schedule 13D, as amended herein, none of Hanseatic
nor Traber nor, to the best of the knowledge of Hanseatic, any
of the executive officers or directors listed on Annex 1, is a
party to any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect
to any securities of the Corporation, including, but not
limited to, the transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guaranties or profits, divisions of profit or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii)
Exhibit B - Termination Agreement dated as of June 30,
2001 among Celadon Group, Inc., Hanseatic
Corporation and Stephen Russell.
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: March 8, 2002 HANSEATIC CORPORATION
By s/Paul A. Biddelman
--------------------------
Paul A. Biddelman,
President
Dated: March 8, 2002
s/Wolfgang Traber
------------------------------
Wolfgang Traber
Annex 1
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
------------ ----------- ------------ -------------
Wolfgang Traber Germany Chairman Chairman
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Gustav zu Germany Director Managing Director
Salm-Horstmar DHW Limited
DHW Limited 7-9 King Henry Terrace
7-9 King Henry Terrace Sovereign Court
Sovereign Court Sovereign Close
Sovereign Close London E19HE
London E19HE
Constantin R. Boden United States Director Principal
Boden Partners LLC Boden Partners LLC
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Paul A. Biddelman United States President President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Bruce Beaty United States Vice President Vice President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Bernirene Ramos United States Treasurer Treasurer
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
INDEX TO EXHIBITS
-----------------
Exhibit A - Agreement pursuant to Rule 13d-1(k)(l)(iii)
Exhibit B - Termination Agreement dated as of June 30, 2001
among Celadon Group, Inc., Hanseatic Corporation
and Stephen Russell.
corp\ers\sec.doc\13d-fail.am6.01.doc