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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CELADON GROUP, INC.
(Name of Issuer)
Common Stock, $.033 Par Value
(Title of Class of Securities)
150838-10-0
(CUSIP Number)
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)
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).
Continued on following page(s)
Page 1 of 5 Pages
Exhibit Index: None
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SCHEDULE 13G
CUSIP No. 150838-10-0 Page 2 of 5 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LEONARD R. BENNETT
S.S. #: ###-##-####
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 969,982
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 969,982
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
969,982
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11 Percent of Class Represented By Amount in Row (9)
12.4%
12 Type of Reporting Person*
IN
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Page 3
Item 1(a) Name of Issuer:
Celadon Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
9503 East 33rd Street, One Celadon Drive,
Indianapolis, Indiana 46236-4207.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Mr. Leonard R. Bennett (the
"Reporting Person").
Item 2(b) Address of Principal Business Office or, if none, Residence:
The principal business office of the Reporting Person is located at
9503 East 33rd Street, One Celadon Drive, Indianapolis, Indiana
46236-4207.
Item 2(c) Citizenship:
The Reporting Person is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock, $.033 par value (the "Shares").
Item 2(e) CUSIP Number:
150838-10-0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned:
As of June 17, 1996, the Reporting Person may be deemed to be the
beneficial owner of 969,982 Shares (approximately 12.4% of the total
number of shares outstanding as of May 8, 1996 as reported by the
Issuer in its Quarterly Report on Form 10-Q for the period ended
March 31, 1996, as filed with the Securities and Exchange
Commission). This number consists of (i) 913,314 Shares and (ii)
56,668 Shares issuable upon conversion of stock options which are
exercisable within 60 days and which were granted by the Issuer to
the Reporting Person.
(b) Percent of Class:
The number of Shares beneficially owned by the Reporting Person
constitute 12.4% of the total number of Shares outstanding.
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Page 4
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 969,982
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 969,982
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
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Page 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 17, 1996 /s/ Leonard R. Bennett
Leonard R. Bennett
