UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
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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 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)
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December 31, 1997
(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.
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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 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).
*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. 4 to Schedule 13G filed jointly by
Hanseatic Corporation, Paul Biddelman and Wolfgang Traber.
<PAGE>
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
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(b)
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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
959,353 (see footnote 1)
8 SHARED VOTING POWER
(see footnote 2)
9 SOLE DISPOSITIVE POWER
959,353 (see footnote 1)
10 SHARED DISPOSITIVE POWER
(see footnote 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,353 (see footnotes 1 and 2)
<PAGE>
<PAGE>
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)
12.5% (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 1,005,298 shares (the
"Russell Shares") beneficially owned by Stephen Russell
(including 63,334 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, 1997. The Russell Shares are
subject to a stockholders' agreement among Celadon Group,
Inc., Hanseatic Corporation and Stephen Russell.
(3) Based upon an aggregate of 7,658,988 shares outstanding at
November 10, 1997.
<PAGE>
<PAGE>
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
959,353 (see footnotes 1 and 2)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
959,353 (see footnotes 1 and 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,353 (see footnotes 1 and 2)
<PAGE>
<PAGE>
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)
12.5% (see footnote 3)
14 TYPE OF REPORTING PERSON*
IN
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(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 7,658,988 shares outstanding at
November 10, 1997.
<PAGE>
<PAGE>
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 OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
21,667 (see footnote 1)
8 SHARED VOTING POWER
959,353 (see footnotes 2 and 3)
9 SOLE DISPOSITIVE POWER
25,667 (see footnote 1)
10 SHARED DISPOSITIVE POWER
959,353 (see footnotes 2 and 3)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,020 (see footnotes 1, 2 and 3)
<PAGE>
<PAGE>
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)
12.8% (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 president 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 7,658,988 shares outstanding at
November 10, 1997.
<PAGE>
<PAGE>
INTRODUCTION
Pursuant to Reg. Section 240.13d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this
Amendment No. 2 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, filed jointly by
Hanseatic Corporation ("Hanseatic"), Wolfgang Traber ("Traber")
and Paul A. Biddelman ("Biddelman"), and therefore does not
restate the items therein in their entirety.
Item 1. Security and Issuer.
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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 9503 East 33rd Street,
Indianapolis, Indiana 46236.
Item 2. Identity and Background.
-----------------------
This statement is filed jointly, pursuant to Rule 13d-
1(f)(1), by: (i) Hanseatic Corporation ("Hanseatic"), (ii)
Wolfgang Traber ("Traber"), who holds in excess of a majority of
the shares of capital stock of Hanseatic, and (iii) Paul A.
Biddelman ("Biddelman"), President of Hanseatic and a director of
the Corporation. Hanseatic, 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 Biddelman 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, Traber nor
Biddelman, 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.
<PAGE>
<PAGE>
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of January 9, 1998, Hanseatic beneficially owned,
for purposes of Rule 13d-3 under the Exchange Act, 959,353 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, 12.5% of
the issued and outstanding shares of Common Stock. Such shares
exclude approximately 1,005,198 shares beneficially owned by
Stephen Russell ("Russell") (including 63,334 shares issuable
upon exercise of outstanding stock options exercisable within 60
days) subject to a stockholders agreement dated October 8, 1992,
as amended (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, 12.5% of the issued and outstanding shares
of Common Stock.
Biddelman is the President of Hanseatic, and,
accordingly, may be deemed beneficially to own the Shares in
addition to 25,667 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, 12.8% 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, 959,353 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, 959,353 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, 959,353 shares of Common Stock.
(c) Effective December 31, 1997, Hanseatic ceased to
exercise discretion with respect to customer accounts for which
an aggregate of 35,703 shares of Common Stock were held.
<PAGE>
<PAGE>
(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)(1)(iii)
<PAGE>
<PAGE>
SIGNATURE
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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: January 9, 1998 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman, President
Dated: January 9, 1998
s/Wolfgang Traber
------------------------------
Wolfgang Traber
Dated: January 9, 1998
s/Paul A. Biddelman
------------------------------
Paul A. Biddelman
<PAGE>
<PAGE>
Annex 1
<TABLE>
<CAPTION>
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
<S> <C> <C> <C>
Gustav zu Germany Director Managing Director
Salm-Horstmar DHW Limited
DHW Limited Brettenham House
Brettenham House 5 Lancaster Place
5 Lancaster Place London, WC2E 7EN
London, WC2E 7EN England
England
Constantin R. Boden United States Director Principal
Boden Partners LLC Boden Partners LLC
450 Park Avenue 450 Park Avenue
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
Benjamin Schliemann Germany 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
Mary Burkett 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
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit A - Agreement pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
<PAGE>
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: January 9, 1998 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman, President
Dated: January 9, 1998
s/Wolfgang Traber
------------------------------
Wolfgang Traber
Dated: January 9, 1998
s/Paul A. Biddelman
------------------------------
Paul A. Biddelman
