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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. )
______________________
CELADON GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.033 PER SHARE
(Title of Class
of Securities)
150838-10-0
(CUSIP Number)
______________________
Copies of Communications to:
Arnold S. Jacobs, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 1994
(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 [ X ].
(A fee is not required only if the reporting person: (1) 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-l(a) for other
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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 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).
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen Russell
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds*
PF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f) [ ]
6. Citizenship or Place of Organization
United States
Number 7. Sole Voting Power
of
Shares 1,014,981 (includes 31,667 shares that
Mr. Russell has a right to acquire through the
exercise of stock options)
Beneficially
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
9. Sole Dispositive Power
1,014,981 (includes 31,667 shares of stock
that Mr. Russell has a right to acquire
through the exercise of stock options)
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,981 (includes 31,667 shares that Mr. Russell has a
right to acquire through the exercise of stock options)
12. Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
13.3% (based on Common Stock outstanding at September 17,
1996)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This report relates to the common stock, par value $.033 per
share ("Common Stock"), of Celadon Group, Inc. (the "Company"),
whose principal office is One Celadon Drive, Indianapolis,
Indiana 46236-4207. The Common Stock was registered pursuant to
the Act on January 21, 1994.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Stephen Russell
(b) Business Address: One Celadon Drive
Indianapolis, Indiana 46236-4207
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(c) Present Principal Occupation: Chairman of the Board
and Chief Executive Officer of the Company
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
1,153,630 shares of Common Stock were purchased by Mr.
Russell with personal funds prior to the effectiveness of the
Form 8-A Registration Statement with respect to those shares.
The funds used in the purchase from Leonard Bennett
described in Item 4 were Mr. Russell's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The initial 1,153,630 shares were purchased as a part of the
initial capitalization of the Company. On January 28, 1994, Mr.
Russell sold 51,716 shares of Common Stock pursuant to the over-
allotment option exercised in connection with the initial public
offering of the Common Stock. On January 24, 1996, Mr. Russell
sold 164,000 shares of Common Stock pursuant to a public offering
of Common Stock, and, on February 2, 1996, Mr. Russell sold an
additional 24,600 shares pursuant to the over-allotment option
exercised in connection with that public offering.
On July 3, 1996, pursuant to a stock purchase agreement (the
"Stock Purchase Agreement") dated that date among Leonard R.
Bennett, Peter Bennett, Hanseatic Corporation ("Hanseatic") and
Stephen Russell, individually and as an agent for certain
individuals, Leonard Bennett sold, at a price of $9.00 per share,
an aggregate of 75,000 shares of Common Stock, of which Mr.
Russell purchased 45,000 shares individually and purchased 30,000
shares as an agent for certain individuals. Simultaneously with
the purchase and sale, Leonard Bennett resigned from his
positions as President, Chief Operating Officer and a director of
the Company and resigned from all positions as a director or
officer of any subsidiary of the Company other than Celsur Inc.
and its subsidiaries. In addition, on July 3, 1996, Leonard
Bennett purchased from Celadon Logistics, Inc., a subsidiary of
the Company, in exchange for 100,000 shares of Common Stock and a
promissory note in the principal amount of $2,400,645, all the
shares of Celsur Inc. that Celadon Logistics, Inc. owned.
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As a result of a stockholders agreement between Mr. Russell
and Hanseatic, as described below, Mr. Russell and Hanseatic
might be deemed to be a group for purposes of Section 13(d) of
the Act. Mr. Russell disclaims beneficial ownership of the
995,056 shares of Common Stock reported as beneficially owned by
Hanseatic in filings with the Securities and Exchange Commission
as well as the 16,168 shares of Common Stock reported as
beneficially owned directly by Paul A. Biddelman, the treasurer
of Hanseatic and a director of the Company, in filings with the
Securities and Exchange Commission.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Russell beneficially owns 1,014,981 shares of
Common Stock, including 31,667 shares that Mr. Russell has a
right to acquire through the exercise of stock options, which
represents 13.3% of the shares outstanding at September 17, 1996.
(b) Excluding the effect of the stockholders agreement
described in item 6, Mr. Russell has the sole power to vote, or
direct the vote, and sole power to dispose, or direct the
disposition of, 1,014,981 shares of Common Stock, including
31,667 shares that Mr. Russell has a right to acquire through the
exercise of stock options.
(c) Mr. Russell has not effected any transactions with
respect to the Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
From October 8, 1992 until July 3, 1996, Mr. Russell and
Leonard R. Bennett, who was, until July 3, 1996, President and
Chief Operating Officer of the Company, were parties to a voting
agreement (the "Voting Agreement") pursuant to which they agreed
to vote their shares of Common Stock for the other's designee or,
upon the death of Mr. Russell or Mr. Bennett, for the designee of
the holder of a majority of the decedent's shares of Common Stock
on the date of death, as director of the Company. Messrs.
Russell and Bennett were the designees pursuant to such
agreement. Simultaneously with the closing under the Stock
Purchase Agreement, Stephen Russell and Leonard Bennett
terminated the Voting Agreement.
<PAGE>
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The Company, Hanseatic and Mr. Russell, are parties to a
stockholders' agreement (the "Stockholders Agreement"), dated as
of October 8, 1992. Until July 3, 1996, Leonard Bennett was also
a party to the Stockholders Agreement. The agreement provides
that Mr. Russell is required to, and, until July 3, 1996,
provided that Mr. Bennett was required to, give Hanseatic notice
of a proposed sale of any shares of Common Stock held by them.
Hanseatic then had the right to include certain of its own shares
of Common Stock for sale to such prospective purchaser or,
alternatively, Hanseatic had the right to purchase all, but not
less than all, of the shares proposed to be sold by Mr. Bennett
or Mr. Russell, as the case may be, at the same price being
offered by the prospective purchaser. The Stockholders Agreement
also provided that as long as Hanseatic owned, or had the right
to obtain at least 492,282 shares of Common Stock, the Company
was required to use its best efforts to insure that one member of
the Company's board of directors was a designee of Hanseatic.
Such voting provisions of this agreement terminated upon the
consummation of the Company's underwritten public offering on
January 31, 1995. Prior to January 31, 1995, Mr. Biddelman had
been designated by Hanseatic pursuant to such arrangements.
In connection with the closing under the Stock Purchase
Agreement, Hanseatic, the Company, Stephen Russell and Leonard
Bennett amended the Stockholders Agreement to release Mr. Bennett
from his obligations thereunder and to provide that, as long as
Hanseatic or Mr. Russell each beneficially own at least five
percent of the outstanding shares of Common Stock, the Company
shall use its best efforts to insure that one member of the
Company's board of directors is a designee of Hanseatic and that
another member of the Company's board of directors is a designee
of Mr. Russell. In addition, Mr. Russell and Hanseatic have
agreed to vote all shares of Common Stock owned by them in favor
of the election of such nominees or, upon the death of Mr.
Russell, for the designee of the holder of a majority of Mr.
Russell's shares of Common Stock on the date of his death.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Voting Agreement dated as of October 8, 19992 among
the Company, Stephen Russell and Leonard R. Bennett
Exhibit 2 Stockholders' Agreement dated as of October 8, 1992
among the Company, Stephen Russell, Leonard Bennett
and Hanseatic
Exhibit 3 Stock Purchase Agreement dated July 3, 1996 among
Leonard Bennett, Peter Bennett, Stephen Russell and
Hanseatic
Exhibit 4 Amendment to Stockholders Agreement dated July 3,
1996 among the Company, Leonard Bennett, Stephen
Russell and Hanseatic
Exhibit 5 Termination of Agreements dated July 3, 1996 among
the Company, Leonard Bennett and Stephen Russell
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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.
Dated: September 30, 1996
/s/ Stephen Russell
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Exhibit 1
VOTING AGREEMENT
- ----------------
Agreement, dated as of October 8, 1992, between Celadon
Group, Inc., a Delaware corporation (the "Corporation"), Stephen
Russell ("Russell"), residing at 875 Park Avenue, New York, New
York 10021, and Leonard R. Bennett ("Bennett"), residing at 2 The
High Road, Bronxville, New York 10708.
WHEREAS, Russell and Bennett are the principal stockholders
of the Corporation;
WHEREAS, the Corporation, Russell, and Bennett are parties
to two Agreements, each dated as of January 1, 1987
(collectively, the "1987 Agreements");
WHEREAS, the Corporation and Hanseatic Corporation are
parties to a Convertible Note Purchase Agreement, dated as of
September 16, 1992, as amended (the "Purchase Agreement");
WHEREAS, it is a condition to Closing (as defined in the
Purchase Agreement) that the 1987 Agreements will be terminated;
and
WHEREAS, in connection with the termination of the 1987
Agreements and the other transactions contemplated by the
Purchase Agreement, the parties wish to enter into this
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Corporation shall use its best efforts to take all
such action as may be necessary so that its Board of Directors
shall, from and after the date hereof and until the Expiration
Date (as hereinafter defined), at all times include one member
who shall be selected by Russell and one member who shall be
selected by Bennett, each reasonably satisfactory to the
Corporation (and any successor or successors to each such member
who shall be selected by Russell and Bennett, respectively, and
reasonably satisfactory to the Corporation), including, without
limitation, the nomination and recommendation for election and
re-election, as the case may be, of such designees (and any such
successor or successors); and each of Russell and Bennett agrees
that he will vote all shares of common stock, par value $.01 per
share (the "Common Stock"), of the Corporation beneficially owned
by him in favor of a Board of Directors that shall include such
designees (and any such successor or successors), and take all
such other action as may be necessary so that the Board of
Directors of the Corporation shall be constituted as aforesaid;
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provided, however, that in the event of the death of either
Russell or Bennett, the foregoing commitment contained in
thissentence shall extend to such person (reasonably satisfactory
to the Corporation) as shall be selected by the holder or holders
of a majority of shares of Common Stock held by Russell or
Bennett, as the case may be, at the time of death, and any
successor or successors to such member (reasonably satisfactory
to the Corporation). For purposes hereof, the "Expiration Date"
shall mean the date on which either Russell or Bennett, and their
respective heirs, personal representatives, and assigns, shall
beneficially own less than five percent of the outstanding shares
of Common Stock.
2. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to the conflict of laws provisions thereof.
3. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and the successors
and assigns of the Corporation and the assigns, heirs, and
personal representatives of each of Russell and Bennett.
4. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CELADON GROUP, INC.
By /s/ Stephen Russell
----------------------
Name: Stephen Russell
Title: Chairman and Chief
Executive Officer
/s/ Stephen Russell
----------------------
Stephen Russell
/s/ Leonard R. Bennett
----------------------
Leonard R. Bennett
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Exhibit 2
STOCKHOLDERS AGREEMENT
AGREEMENT dated as of October 8, 1992 by and among CELADON
GROUP, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (hereinafter referred to
as the "Corporation"); STEPHEN RUSSELL, whose mailing address is
c/o the Corporation, 888 Seventh Avenue, New York, New York 10160
(hereinafter referred to as "Russell"); LEONARD R. BENNETT, whose
mailing address is c/o the Corporation, 888 Seventh Avenue, New
York, New York 10106 (hereinafter, together with Russell,
referred to as the "Stockholders"); and HANSEATIC CORPORATION, a
corporation duly organized and validly existing under the laws of
the State of New York (hereinafter referred to as the
"Purchaser").
WITNESSETH:
- -----------
WHEREAS, the Stockholders are the principal stockholders of
the Corporation, together owning in excess of a majority of the
issued and outstanding shares of the common stock, $.01 par value
(hereinafter referred to as the "Common Stock"), of the
Corporation; and
WHEREAS, the Corporation and the Purchaser are parties to a
Convertible Note Purchase Agreement dated as of September 16,
1992 (hereinafter referred to as the "Purchase Agreement"),
providing, among other matters, for the issuance and delivery by
the Corporation to the Purchaser of the Corporation's 9.25%
Senior Subordinated Convertible Note dated this date (hereinafter
referred to as the "Note") in the aggregate principal amount of
$8,000,000, convertible into 2,436,796 shares of Common Stock,
and its Warrants dated this date (hereinafter referred to as the
"Warrants") exercisable with respect to 40,000 shares of Common
Stock; and
WHEREAS, it is a condition to the acquisition and acceptance
by the Purchaser of the Note and the Warrants that the Corpora-
tion and the Stockholders execute and deliver this Agreement to
the Purchaser;
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements herein contained the parties hereto
hereby agree as follows:
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ARTICLE I
BOARD OF DIRECTORS
- -------------------
The Corporation shall use its best efforts take all such
action as may be necessary so that its Board of Directors shall,
from and after the date hereof and until the Expiration Date (as
hereinafter defined), at all times include one member who shall
be selected by the Purchaser and reasonably satisfactory to the
Corporation (and any successor or successors to such member who
shall be selected by the Purchaser and reasonably satisfactory to
the Corporation), including, without limitation the expansion of
the size of the current Board of Directors to include such
designee (and any such successor or successors) and the
nomination and recommendation for election and re-election, as
the case may be, of such designee (and any such successor or
successors); and the Stockholders, and each of them, agree that
they will vote all shares of Common Stock owned by them,
respectively, in favor of a Board of Directors that shall include
such designee (and any such successor or successors), and take
all such other action as may be necessary so that the Board of
Directors of the Corporation shall be constituted as aforesaid.
From and after the date hereof and until the Expiration Date, the
Purchaser agrees that it will vote all shares of Common Stock
owned by it in favor of a Board of Directors that shall include
the Stockholders, and each of them; provided, however, that, in
the event of the death of either Stockholder, the foregoing
commitment contained in this sentence shall extend to such person
(reasonably satisfactory to the Purchaser) as shall be selected
by the holder or holders of a majority of shares of Common Stock
held by such Stockholder on the date hereof, and any successor or
successors to such member (reasonably satisfactory to the
Purchaser), unless the Purchaser shall be reasonably uncertain as
to the identity of such holder or holders. For purposes hereof,
the "Expiration Date" shall mean the date on which the Purchaser
owns, or has rights to obtain (by conversion of the Note and/or
exercise of the Warrants and/or otherwise), in the aggregate
fewer than 1,624,531 shares of Common Stock (such number of
shares subject to appropriate adjustment for stock splits, stock
dividends and recapitalizations of the Corporation).
ARTICLE II
SALE OF COMMON STOCK
- ----------------------
A. The Stockholders, and each of them, agree that no
shares of Common Stock held thereby shall be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of,
whether voluntarily or by operation of law (including transfers
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by will or intestate succession), except as specifically provided
under this Article II. Any purported disposition of shares of
Common Stock in violation of this Agreement shall be void.
B. For purposes of this Agreement: (i) the term "Sale"
shall mean (x) any voluntary transfer of shares of Common Stock
for value, or (y) any transaction subject to the provisions of
the Prior Stockholders Agreements (as hereinafter defined), or
any of them; (ii) the term "Exempt Transaction" shall mean any
Stockholder Sale or any transfer without consideration
(including, without limitation, a transfer by gift, by will or
the laws of descent or distribution), or any transfer by
operation of law (including, without limitation, a statutory
merger, consolidation or recapitalization); (iii) the term
"Exempt Sale" shall mean any open market sale, subsequent to the
Initial Public Offering Date (as hereinafter defined),
effectuated in accordance with the provisions of Rule 144
promulgated by the Securities and Exchange Commission, or any
successor to such rule; (iv) the term "Initial Public Offering
Date" shall mean the date of delivery of the first shares of
Common Stock sold to the public for cash through underwriters by
means of a registration statement under the Securities Act of
1933, as amended (other than a registration statement on Form S-8
or equivalent form); and (v) the term "Stockholder Sale" shall
mean any Sale by one Stockholder to another Stockholder (unless
subject to the provisions of the Prior Stockholders Agreements,
or any of them).
C. In the event of Exempt Transaction, the transferee
shall be bound by the terms of this Agreement as if it were the
Stockholder from which the shares in such transfer were acquired;
and, if the transfer is made by operation of law pursuant to a
statutory merger, consolidation, recapitalization or similar
transaction, then all the provisions of this Agreement shall
continue to apply to the shares issued in exchange for the shares
subject to the provisions of this Agreement.
D. Without limiting in any manner the rights of the
Purchaser set forth under Paragraph F of this Article II, if one
or both of the Stockholders desires, directly or indirectly, to
effectuate a Sale of any shares of Common Stock (including,
without limitation, in any transaction or transactions subject to
the provisions of the Prior Stockholders Agreements, or any of
them, but other than an Exempt Sale or a Stockholder Sale), such
Stockholder or Stockholders shall deliver written notice
(hereinafter referred to as the "Sale Notice") of such intention
to the Purchaser not less than 60 days prior to the consummation
of such transaction, which shall set forth with reasonable
specificity:
(i) the name, address and principal business activity
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of the prospective purchaser (which may be an Eligible
Stockholder (as hereinafter defined));
(ii) the number of shares of Common Stock proposed to
be sold;
(iii) the manner in which the Sale is proposed to be
made;
(iv) the price at which or other consideration for
which, and the material terms upon which, the Sale is proposed to
be made; and
(v) the date, time and place of such scheduled
closing, if known.
The Stockholder or Stockholders delivering such Sale Notice shall
also furnish to the Purchaser written evidence of any offer from
any prospective purchaser together with the terms thereof, and
with such additional information as the Purchaser may reasonably
request.
E. Upon receipt of a Sale Notice, the Purchaser, and any
direct or indirect transferee (hereinafter referred to as an
"Eligible Transferee") of shares of Common Stock issued by the
Corporation to the Purchaser or of the Note or the Warrants, or
any interest therein (other than a transferee who obtained such
shares pursuant to a sale [within the meaning of Section 5 of the
Securities Act of 1933, as amended] (x) effectuated in an open
market transaction in accordance with the provisions of Rule 144
promulgated by the Securities and Exchange Commission, or any
successor to such rule, or (y) otherwise constituting a public
offering), shall have the right (hereinafter referred to as the
"Sale Option") to require the inclusion in the Sale covered by
such Sale Notice, on terms and conditions no less favorable than
those afforded to the Stockholder or Stockholders delivering the
Sale Notice:
(i) in the event the Sale Notice shall pertain to a
controlling interest in the Corporation (which shall be defined
as an interest that entails, directly or indirectly, the power to
direct or cause the direction of the management and policies of
the Corporation), all or any part of the shares of Common stock
owned by the Purchaser and/or any Eligible Transferee or issuable
upon conversion of the Note or exercise of the Warrants: or
(ii) in the event the Sale Notice shall not pertain to
a controlling interest in the Corporation as aforesaid, all or
any part of such number of shares of Common Stock owned by the
Purchaser and/or any Eligible Transferee or issuable upon
conversion of the Note or exercise of the Warrants equal to the
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product obtained by multiplying: (x) the aggregate number of
shares covered by the Sale Notice by (y) a fraction, the
numerator of which shall be the number of shares of Common Stock
owned by the Purchaser and/or any Eligible Transferee
participating in such Sale Note or issuable upon conversion of
the Note or exercise of the Warrants (to the extent Issuable to
the Purchaser and/or any such Eligible Transferee) and the
denominator of which shall be the sum of the numerator and the
number of shares of Common Stock then owned by the Stockholder or
Stockholders delivering the Sale Notice.
In the event of a proposed Sale pursuant to this Paragraph E, the
parties shall use their best efforts and shall cooperate with one
another to facilitate the Sale and to maximize the price to be
obtained upon the Sale, including the execution and delivery of
all required documents and instruments. Without limiting the
generality of the foregoing, and in view of their obligations
under Prior Stockholders Agreements, and each of them, the
Stockholders, and each of them, shall ensure that any Sale or
proposed Sale (including, without limitation, any Sale or
proposed Sale under Sections 3, 4 or 5 of the Citicorp
Stockholder Agreement [as hereinafter defined] in all respects is
in accordance with the terms and provisions of this Agreement and
the Prior Stockholders Agreements, and each of them, and is
effective to discharge the obligations of the Stockholders, and
each of them, hereunder and under the Prior Stockholders
Agreements, and each of them.
F. Alternatively, upon receipt of a Sale Notice, the
Purchaser shall have the right (hereinafter referred to as the
"Purchase Option"), but subject to any rights and options granted
under the Citicorp Stockholder Agreement to Eligible Stockholders
(as defined thereunder), to purchase all, but not less than all,
shares of Common Stock specified in the Sale Notice at the price
per share equal to the dollar value of the consideration per
share set forth in the Sale Notice. In the event that such
consideration consists, in whole or in part, of securities or
other property, the dollar value thereof shall be the fair market
value thereof on the date of the applicable Sale Notice, as the
Stockholder or Stockholders delivering such Sale Notice and the
Purchaser shall mutually agree, or, if such parties shall not
forthwith agree thereon, pursuant to procedures substantially
similar to those set forth under Paragraph (b) of Section 7.2 of
the Purchase Agreement.
G. Each Sale Option may be exercised by the Purchaser (or
any Eligible Transferee, as the case may be) by giving written
notice of exercise to the Stockholder or Stockholders delivering
the Sale Notice within 30 days after the later of receipt of the
Sale Notice or completion of the determination contemplated by
the final sentence of Paragraph F immediately preceding; and each
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Purchase Option may be exercised by the Purchaser by giving
written notice of exercise to the Stockholder or Stockholders
delivering the Sale Notice within 30 days of the latest of
receipt of the Sale Notice or completion of the determination
contemplated by the final sentence of Paragraph F immediately
preceding or the expiration of the aforesaid rights of the
Eligible Stockholders. Upon receipt of such notice of exercise
of the Purchase Option, the Stockholder or Stockholders
delivering the Sale Notice shall forthwith, and in any event
within 30 days, deliver to the Purchaser the certificates
representing the shares to be purchased by the Purchaser and
thereupon the Purchaser shall pay such Stockholder or
Stockholders cash in the amount of the purchase price therefor.
If the Purchaser shall not have exercised either such right and
option within the time provided therefor, the Stockholder or
Stockholders delivering the Sale Notice shall thereafter be free
to effect the Sale specified in the Sale Notice, but only to the
person or persons specified in the Sale Notice and in the manner
and at the time specified in the Sale Notice and at the offer
price or for the consideration and on the terms specified in the
Sale Notice. If the Sale with respect to which the Sale Notice
is given does not occur within the period specified therein (but
no later than 120 days after the date of the Sale Notice), the
shares of Common Stock proposed to be sold will again be subject
to the notice and other provisions of this Article II.
H. Without limiting any other provision herein, all the
provisions of this Agreement shall apply to all shares of Common
Stock now owned by the Stockholders, or each of them, or which
may be issued hereafter to the Stockholders, or each of them,
whether as a result of any purchase, exchange or reclassification
of such stock, corporate reorganization or any other form of
recapitalization, consolidation, merger, stock split or stock
dividend, or which are acquired by the Stockholders, or each of
them, in any other manner.
I. Each stock certificate representing shares of the
Stockholders, or either of them, subject hereto shall contain
upon its face or upon the reverse side thereof a legend to the
following effect:
"This stock certificate represents shares which are subject to
the terms and conditions of a Stockholders Agreement dated as of
October 8, 1992 (a copy of which is on file at the principal
office of the Corporation), and no sale, assignment, transfer,
pledge, hypothecation or other disposition of such shares or any
interest therein shall be made except in compliance with the
terms and conditions of said Agreement."
Page 19 of 37
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
- ------------------------------
Each Stockholder hereby represents, warrants and covenants,
severally but not jointly, that:
A. When executed and delivered by such Stockholder, this
Agreement shall constitute the valid legally binding obligations
of such Stockholder enforceable against such Stockholder in
accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium
or other laws relating to or affecting the rights of creditors
generally and by equitable principles of general applicability.
B. Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated herein,
will violate any law, rule, regulation, writ, judgment,
injunction, decree, determination, award or other order of any
court, government, or governmental agency or instrumentality,
domestic or foreign, binding upon such Stockholder, or conflict
with or result in any breach of or event of termination under any
of the terms of, or the creation or imposition of any mortgage,
deed of trust, pledge, lien, security interest or other charge or
encumbrance of any nature pursuant to, the terms of any contract
or agreement to which such Stockholder is a party or by which
such Stockholder or any of his properties or assets is bound.
C. Such Stockholder owns the number of shares of Common
Stock set forth on Schedule II-3 to the Purchase Agreement free
and clear of any mortgage, deed of trust, pledge, lien, security
interest or other charge or encumbrance of any nature, except
for: (i) the Shareholders Agreement dated as of October 6, 1986
among the Corporation and each of the Stockholders; (ii) the
Stockholders' Agreement dated as of April 7, 1988 (herein
referred to as the "Citicorp Stockholders Agreement") among the
Corporation, the Stockholders parties thereto and Citicorp
Ventures Capital Ltd.; and (iii) the Co-Sale Agreement dated June
28, 1991 among the Corporation, each of the Stockholders and
Compagnie Generale Calberson (the agreements under clauses (i),
(ii) and (iii) immediately preceding herein referred to,
collectively, as the "Prior Stockholders Agreements"). Such
Stockholder shall not create any further charge or encumbrance of
any nature on any shares subject to sale to the Purchaser
hereunder that shall not expire upon such sale.
Page 20 of 37
ARTICLE IV
MISCELLANEOUS
- -------------
A. All notices, requests or instructions hereunder shall
be in writing and delivered personally or sent by registered or
certified mail, postage prepaid, or by telecopy (or like
transmission), as follows:
(1) if to the Corporation or either Stockholder:
888 Seventh Avenue
New York, New York 10106
Telecopy Number: (212) 315-5281
with a copy to:
Arnold S. Jacobs, Esq.
Shea & Gould
1251 Avenue of the Americas
New York, New York 10020-1193
Telecopy Number: (212) 840-6702
(2) if to the Purchaser:
375 Park Avenue
New York, New York 10152
Telecopy Number: (212) 223-2425
with a copy to:
Howard Kailes, Esq.
Krugman, Chapnick & Grimshaw
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07662
Telecopy Number: (201) 845-9627
Any notice so addressed and mailed shall be deemed to be given
when so mailed. Any notice so addressed and otherwise delivered
shall be deemed to be given when actually received by the
addressee. Any of the above addresses may be changed at any time
by notice given as provided above; provided, however, that any
such notice of change of address shall be effective only upon
receipt. The Stockholders, and each of them, hereby agree that
copies of each and every notice, request or instruction delivered
Page 21 of 37
to them, or either of them, under the Prior Stockholders
Agreements, or any of them, shall promptly be delivered to the
Purchaser.
B. This Agreement and the documents referred to herein
contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereby, and supersede
all prior understandings, arrangements and agreements with
respect to the subject matter hereof. No modification hereof
shall be effective unless in writing and signed by the party
against which it is sought to be enforced.
C. Each of the parties hereto shall use such party's best
efforts to take such actions as may be necessary or reasonably
requested by the other parties hereto to carry out and consummate
the transactions contemplated by this Agreement.
D. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
E. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable in
the case of agreements made and to be performed entirely within
such State.
F. The captions appearing herein are for the convenience
of the parties only and shall not be construed to affect the
meaning of the provisions of this Agreement.
G. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
ATTEST: CELADON GROUP, INC.
/s/ Richard Goldenberg By: /s/ Stephen Russell
- ---------------------------- ---------------
Secretary Chairman
ATTEST: HANSEATIC CORPORATION
/s/ Elizabeth M. Parello By: /s/ Paul A. Biddelman
- ---------------------------- -----------------
Secretary Treasurer
Page 22 of 37
WITNESS:
/s/ Richard Goldenberg /s/ Stephen Russell
- ---------------------------- ----------------------
Stephen Russell
WITNESS:
/s/ Richard Goldenberg /s/ Leonard R. Bennett
- ---------------------------- ----------------------
Leonard R. Bennett
Page 23 of 37
Exhibit 3
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of July 3, 1996 (this
"Agreement"), by and among Leonard R. Bennett and Peter Bennett
(individually, a "Seller" and collectively, the "Sellers"), on
the one hand, and Stephen Russell ("Russell"), and Hanseatic
Corporation, a New York corporation ("Hanseatic"), on the other
hand. Russell and Hanseatic are sometimes referred to herein
individually as a "Purchaser" and collectively as the
"Purchasers."
W I T N E S S E T H:
WHEREAS, each Seller is the beneficial owner of the number of
shares of common stock, par value $0.033 per share (the "Common
Stock"), of Celadon Group, Inc., a Delaware corporation
("Celadon"), set forth opposite his name on Schedule A attached
hereto (collectively, the "Shares"); and
WHEREAS, Sellers wish to sell to Purchasers and Purchasers, in
their individual capacity and as agent, wish to purchase from
Sellers, the Shares for the Purchase Price (as hereinafter
defined), upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties and agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE OF THE SHARES
SECTION 1.1. Purchase and Sale of the Shares. On the terms and
subject to the conditions contained herein, each Seller herewith
sells, assigns, conveys, transfers and delivers to each Purchaser
and each Purchaser, in its individual capacity and as agent,
herewith purchases, acquires and accepts from each Seller, the
number of Shares set forth opposite the name of such Purchaser on
Schedule B attached hereto for the consideration set forth in
Section 1.2 hereof.
Page 24 of 37
SECTION 1.2. Purchase Price. As consideration for the sale,
assignment, conveyance, transfer and delivery of the Shares, each
Purchaser herewith delivers, or shall herewith cause to be
delivered, to Sellers, in the manner hereinafter set forth, the
amount in cash set forth opposite the name of such Purchaser on
Schedule B attached hereto (in the aggregate, the "Purchase
Price").
ARTICLE II
ACKNOWLEDGEMENTS AND RELEASES
SECTION 2.1. Acknowledgements and Release by Purchasers. Each
Purchaser (a) acknowledges that prior to the date hereof Leonard
R. Bennett has served as a member of the Board of Directors, the
President, the Chief Operating Officer and an employee of Celadon
and he is currently a principal stockholder of Celadon and as
such may be in possession of material, non-public information
concerning Celadon and the Common Stock; and (b) unconditionally
releases and discharges each Seller and each of his heirs,
successors, assigns, administrators, personal and legal
representatives and estate from any and all actions, causes of
action, suits, debts, sums of money, covenants, controversies,
agreements, promises, damages, judgments, executions, claims,
demands, obligations, rights, duties and liabilities whatsoever,
in law or in equity, which such Purchaser ever had, now has, or
hereafter can, shall or may have, whether known or unknown, for,
upon or by reason of any matter, cause or thing whatsoever,
arising out of, related to or in connection with the transactions
contemplated by this Agreement, other than in connection with a
breach of the representations and warranties contained in Article
V hereof.
SECTION 2.2. Acknowledgements and Release by Sellers. Each
Seller (a) acknowledges that Russell is a member of and Chairman
of the Board of Directors, the Chief Executive Officer and an
employee of Celadon, and that each Purchaser is currently a
principal stockholder of Celadon and as such may be in possession
of material, non-public information concerning Celadon and the
Common Stock; and (b) unconditionally releases and discharges
each Purchaser and his or its heirs, successors, assigns,
administrators, personal and legal representatives and estate
from any and all actions, causes of action, suits, debts, sums of
money, covenants, controversies, agreements, promises, damages,
judgments, executions, claims, demands, obligations, rights,
duties and liabilities whatsoever, in law or in equity, which
such Seller ever had, now has or hereafter can, shall, or may
have, whether known or unknown, for, upon, or by reason of any
matter, cause or thing whatsoever, arising out of, related to or
in connection with the transactions contemplated by this
Agreement, other than in connection with a breach of the
Page 25 of 37
representations and warranties contained in Article IV hereof or
the obligations in the last sentence of Section 7.9 hereof.
ARTICLE III
THE CLOSING
SECTION 3.1. The Closing. (a) The sale, assignment,
conveyance, transfer and delivery of the Shares in exchange for
the Purchase Price shall take place concurrently with the
execution and delivery of this Agreement by the parties hereto,
at the offices of Krugman, Chapnick & Grimshaw, Park 80 West -
Plaza Two, Saddle Brook, New Jersey 07663-5835 (the "Closing").
The date and time of the Closing is referred to herein as the
"Closing Date." On the Closing Date the Purchasers are herewith
delivering the Purchase Price to Sellers by wire transfer of
immediately available funds to a bank account designated by
Sellers prior to the Closing Date.
(b) As soon as practicable but no later than two weeks after the
Closing Date, each Seller shall deliver to each Purchaser at the
offices of Krugman, Chapnick & Grimshaw, Park 80 West - Plaza
Two, Saddle Brook, New Jersey 07663-5835, a stock certificate or
stock certificates representing the aggregate number of Shares
purchased by such Purchaser pursuant to this Agreement,
accompanied by a stock power or stock powers executed in blank
and any other documents that are necessary to transfer title to
the Shares purchased pursuant hereto.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PURCHASERS
SECTION 4.1. Each Purchaser hereby severally, but not jointly,
represents and warrants to each Seller as follows:
(a) The execution, delivery and performance by such Purchaser of
this Agreement, the consummation of the transactions contemplated
hereby and compliance by such Purchaser with any of the
provisions hereof will not conflict with, constitute a default
under, violate or otherwise constitute a breach (with or without
the giving of notice or the lapse of time or both) of (i) any
statute or law or any judgment, decree, order, regulation or rule
of any court or governmental authority binding on such Purchaser
of which such Purchaser is aware, or (ii) any contract to which
such Purchaser is a party;
(b) This Agreement constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against him or it in
Page 26 of 37
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and
similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity); and
(c) At the date of execution of this Agreement, there is no
pending action or proceeding to which such Purchaser is a party,
or, to the knowledge of such Purchaser, any other pending or
threatened action or proceeding, before any court, governmental
agency or arbitrator, which seeks to enjoin the transactions
contemplated by this Agreement;
(d) Such Purchaser understands and agrees that the Shares he or
it is acquiring pursuant to the terms hereof have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), and that accordingly such Shares will not be
fully transferable except as permitted under various exemptions
contained in the Securities Act, or upon satisfaction of the
registration and prospectus delivery requirements of the
Securities Act;
(e) Such Purchaser is either (i) an "accredited investor" within
the meaning of Rule 501 of Regulation D promulgated under the
Securities Act, or (ii) has such knowledge and experience in
financial and business matters that he or it is capable of
evaluating and has evaluated the merits and the economic and
other risks involved in an investment in the Shares, and he or it
is solely responsible for making his or its own independent
decision with respect to such investment; and
(f) Such Purchaser is acquiring the Shares solely (i) for his or
its own account, for investment purposes only and not with a view
towards distributing or reselling such Shares or any part
thereof, or interest therein, in any transaction that would be in
violation of the securities laws of the United States of America
or any State thereof, or (ii) as agent directly or indirectly for
other persons or entities and in connection therewith such
Purchaser hereby represents and warrants to each Seller with
respect to the matters set forth in Sections 4.1(d), (e) and (f)
hereof with respect to each such other person or entity.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF SELLERS
SECTION 5.1. Each Seller hereby severally, but not jointly,
Page 27 of 37
represents and warrants to each Purchaser as follows:
(a) Subject to the receipt of the waivers, consents and other
documents set forth on Schedule C hereto, the execution, delivery
and performance by such Seller of this Agreement, the
consummation of the transactions contemplated hereby and
compliance by such Seller with any of the provisions hereof will
not conflict with, constitute a default under, violate or
otherwise constitute a breach (with or without the giving of
notice or the lapse of time or both) of (i) any statute or law or
any judgment, decree, order, regulation or rule of any court or
governmental authority binding on such Seller of which such
Seller is aware, or (ii) any contract to which such Seller is a
party;
(b) This Agreement constitutes the legal, valid and binding
obligation of such Seller, enforceable against him in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar
laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity);
(c) The shares of Common Stock set forth opposite the name of
such Seller on Schedule A attached hereto are owned of record and
are beneficially owned by such Seller, and upon delivery of the
Shares pursuant to the terms hereof against payment therefor in
accordance with the terms hereof and subject to the receipt of
the waivers, consents and other documents set forth on Schedule C
hereto, such Seller will have transferred to the appropriate
Purchaser good and valid title to such shares, free and clear of
any and all liens, pledges, charges, limitations on voting
rights, options, security interests or other encumbrances or
claims of any kind whatsoever;
(d) In reliance upon the representations and warranties of each
Purchaser set forth in Section 4.1 hereof, the offer and sale of
the shares of Common Stock allocated to such Purchaser pursuant
to the terms hereof is exempt from the registration and
prospectus delivery requirements of Section 5 of the Securities
Act; and
(e) At the date of execution of this Agreement, there is no
pending action or proceeding to which such Seller is a party, or,
to the knowledge of such Seller, any other pending or threatened
action or proceeding, before any court, governmental agency or
arbitrator, which seeks to enjoin the transactions contemplated
by this Agreement.
Page 28 of 37
ARTICLE VI
LEGEND ON SHARES OF COMMON STOCK
SECTION 6.1. Legend on the Shares of Common Stock. Upon the
delivery thereof to Purchasers pursuant to the terms hereof, and
until such time as the same is no longer required under the
applicable requirements of the Securities Act, the certificates
representing the Shares purchased pursuant to this Agreement (and
all securities issued in exchange therefor or in substitution
thereof) shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR AN APPLICABLE EXEMPTION
THEREFROM."
ARTICLE VII
MISCELLANEOUS
SECTION 6.1. Notices. Any notices or other communications
required or permitted hereunder, shall be sufficiently given if
in writing and personally delivered, sent by registered or
certified mail, postage prepaid, return receipt requested or sent
by a nationally recognized overnight courier service address as
follows:
in the case of Sellers, to:
Mr. Leonard R. Bennett
2526 N.W. 59th Street
Boca Raton, Florida 33496
Mr. Peter Bennett
11636 Bradford Place
Carmel, Indiana 46033
with a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
Attention: Robert G. Koen, Esq.
in the case of each Purchaser, to the address for such Purchaser
set forth on Schedule A attached hereto;
or to such other person or address as any party shall specify by
Page 29 of 37
notice in writing to the other parties hereto.
SECTION 7.2. No Waivers; Amendments.
(a) No failure or delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any
rights or remedies provided at law.
(b) Any provision of this Agreement may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed
by all the parties hereto.
SECTION 7.3. Survival of Provisions. The parties hereto hereby
acknowledge and agree that the provisions of Article II and the
representations, warranties and covenants contained in this
Agreement shall survive beyond the date hereof and any
investigation at any time made by or on behalf of any of the
parties hereto.
SECTION 7.4. Binding Effect; Assignment. This Agreement and all
of the provisions hereof shall be binding upon and shall inure to
the benefit of the parties hereto and his or its successors,
assigns, heirs, personal representatives and estate.
SECTION 7.5. Governing Law. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the
State of New York, without regard to the principles thereof
relating to conflict of laws.
SECTION 7.6. Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts, each of which shall be an
original with the same effect as if the signatures thereto and
hereto were upon the same instrument, and all of which, when
taken together, shall constitute the same instrument.
SECTION 7.7. Entire Agreement. This Agreement constitutes the
entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings,
written or oral, relating to the subject matter hereof.
SECTION 7.8. Further Assurances. The parties hereto each agree
to execute and deliver such other documents, instruments or
agreements and to take such other action as may be necessary or
desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.
SECTION 7.9. Expenses; Transfer Taxes. Whether or not the
Page 30 of 37
transactions contemplated hereby are consummated, the parties
hereto shall pay their own respective expenses, including,
without limitation, all fees and expenses of legal counsel and
other advisors of such party, in connection with the negotiation
and preparation of this Agreement and the consummation of the
transactions contemplated hereby. Any and all sales, transfer,
stamp, documentary and other similar taxes arising out of the
transfer of the shares of Common Stock allocated to each
Purchaser pursuant to the terms hereof shall be borne entirely by
such Purchaser and such Purchaser shall indemnify each Seller
from and against any liabilities or expenses, including, without
limitation, reasonable attorneys' fees and expenses, arising in
connection therewith.
IN WITNESS WHEREOF, each of the parties hereto has duly executed
and delivered this Agreement as of the date first above written.
/s/ Leonard R. Bennett
Leonard R. Bennett
/s/ Peter Bennett
Peter Bennett
/s/ Stephen Russell
Stephen Russell
HANSEATIC CORPORATION
By: /s/ Paul A. Biddelman
Paul A. Biddelman
Treasurer
Page 31 of 37
SCHEDULE A
No. of Shares
Name of Seller Being Sold by Such Seller
Leonard R. Bennett 813,314
Peter Bennett 40,000
Page 32 of 37
SCHEDULE B
No. of Shares No. of Shares Aggregate
Name and Being Purchased Being Purchased Purchase
Address of from Leonard from Peter Price for
Purchaser Bennett Bennett Such Shares
Mr. Stephen 75,000 --- $ 675,000.00
Russell
21 Cherry Valley Road
Greenwich, Connecticut
08631
Hanseatic 738,314 40,000 $7,004,826.00
Corporation
450 Park Avenue
New York, New York
10022
Attention: Paul A. ______________
Biddelman $7,679,826.00
Page 33 of 37
SCHEDULE C
WAIVERS, CONSENTS AND DOCUMENTS
1. Amendment to Stockholder's Agreement, of even date herewith
among Celadon, Russell, Leonard R. Bennett and Hanseatic.
2. Termination of Agreements, of even date herewith among
Celadon, Russell and Leonard R. Bennett.
Page 34 of 37
Exhibit 4
AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This Amendment to Stockholders Agreement (this "Amendment"), is
entered into as of this 3rd day of July, 1996, by and among
Celadon Group, Inc., a Delaware corporation ("Company"), Leonard
R. Bennett ("Bennett"), Stephen Russell ("Russell"), and
Hanseatic Corporation, a New York corporation ("Hanseatic").
W I T N E S S E T H:
WHEREAS, the Company, Bennett, Russell and Hanseatic are parties
to that certain Stockholders Agreement, dated as of October 8,
1992 (the "Stockholders Agreement");
WHEREAS, Bennett is entering into a Stock Purchase Agreement,
dated of even date herewith (the "Stock Purchase Agreement"),
with Peter Bennett, Russell, individually and as agent, and
Hanseatic, individually and as agent; and
WHEREAS, it is a condition to the consummation of the
transactions contemplated by the Stock Purchase Agreement that
Bennett, the Company, Russell and Hanseatic enter into this
Amendment, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in furtherance of the Stock Purchase Agreement
and the consummation of the transactions contemplated thereby and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Capitalized terms used in this Amendment which are
not otherwise defined herein shall have the meanings given to
such terms in the Stockholders Agreement.
SECTION 2. The Stockholders Agreement shall be terminated with
respect to Bennett and the terms and provisions thereof relating
to Bennett shall be null and void and of no further effect
effective as of the date hereof. Effective as of the date
hereof, Bennett shall no longer be a party to the Stockholders
Agreement and all references to "Bennett" shall be deleted and
Bennett shall no longer be a Stockholder (as each term is defined
in the Stockholders Agreement) under the Stockholders Agreement.
Page 35 of 37
SECTION 3. References. All references in the Stockholders
Agreement to "this Agreement" shall mean the Stockholders
Agreement as amended by this Amendment.
SECTION 4. Amendments.
(a) From and after the date hereof, each and every reference in
the Stockholders Agreement to the "the Purchaser" shall be deemed
to be a reference to "Hanseatic".
(b) Article I of the Stockholders Agreement shall be amended in
its entirety to read as follows:
ARTICLE I
BOARD OF DIRECTORS
The Corporation shall use its best efforts to take all such
action as may be necessary so that its Board of Directors shall,
from and after the date hereof and until the Expiration Date (as
hereinafter defined), at all times include one member who shall
be selected by Russell and one member who shall be selected by
Hanseatic, each reasonably satisfactory to the Corporation (and
any successor or successors to each such member who shall be
reasonably satisfactory to the Corporation), including, without
limitation, the nomination and recommendation for election and
re-election, as the case may be, of such designees (and any such
successor or successors); and each of Russell and Hanseatic
agrees that he or it will vote all shares of Common Stock
beneficially owned by him or it in favor of a Board of Directors
that shall include such designees (and any such successor or
successors), and take all such other action as may be necessary
so that the Board of Directors of the Corporation shall be
constituted as aforesaid; provided, however, that in the event of
the death of Russell, the foregoing commitment contained in this
sentence shall extend to such person (reasonably satisfactory to
the Corporation) as shall be selected by the holder or holders of
a majority of the shares of Common Stock held by Russell on the
date hereof (reasonably satisfactory to the Corporation), unless
Hanseatic shall be reasonably uncertain as to the identity of
such holder or holders. For purposes hereof, the "Expiration
Date" shall mean the date on which either Russell or Hanseatic,
and their respective heirs, successors, personal or legal
representatives, and assigns, shall beneficially own less than
five per cent of the outstanding shares of Common Stock.
SECTION 5. Governing Law. This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State
of New York, without regard to the principles thereof relating to
conflict of laws.
Page 36 of 37
SECTION 6. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original,
and all of which shall constitute one and the same instrument.
SECTION 7. No Other Amendments. Except as expressly amended
hereby, the terms and conditions of the Stockholders Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed and delivered
this Amendment as of the date first written above.
CELADON GROUP, INC.
By: /s/ Stephen Russell
Name: Stephen Russell
Title: Chairman
HANSEATIC CORPORATION
By: /s/ Paul A. Biddelman
Name:
Title:
/s/ Leonard Bennett
Leonard Bennett
/s/ Stephen Russell
Stephen Russell
Page 37 of 37
Exhibit 5
TERMINATION
OF
AGREEMENTS
Reference is hereby made to that certain Voting Agreement, dated
as of October 8, 1992 among Celadon Group, Inc., a Delaware
corporation ("Company"), Leonard R. Bennett ("Bennett"), and
Stephen Russell ("Russell"), and the Agreement, dated as of
October 6, 1986 among the Company, Bennett and Russell
(collectively, the Agreements).
Celadon, Bennett and Russell hereby agree that the each of the
Agreements shall be terminated and shall be null and void and of
no further effect effective as of the date hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered
this termination as of this 3rd day of July, 1996.
CELADON GROUP, INC.
By: /s/ Stephen Russell
Name: Stephen Russell
Title: Chairman
/s/ Leonard Bennett
Leonard Bennett
/s/ Stephen Russell
Stephen Russell
