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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
((S) 240.13E-3) THEREUNDER)
CELADON GROUP, INC.
(Name of the Issuer)
CELADON GROUP, INC.
LAREDO ACQUISITION CORP.
ODYSSEY INVESTMENT PARTNERS FUND, L.P.
STEPHEN RUSSELL
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.033 PER SHARE
(Title of Class of Securities)
150838 10 0
(CUSIP Number of Class of Securities)
STEPHEN RUSSELL
PRESIDENT, CHAIRMAN, AND CHIEF
EXECUTIVE OFFICER
CELADON GROUP, INC.
ONE CELADON DRIVE
INDIANAPOLIS, IN 46235
(317) 972-7000
BRIAN KWAIT
LAREDO ACQUISITION CORP.
C/O ODYSSEY INVESTMENT PARTNERS, LLC
280 PARK AVENUE, 38TH FLOOR
NEW YORK, NEW YORK 10017
(212) 351-7900
COPIES TO:
ARNOLD JACOBS
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
RICHARD TROBMAN
LATHAM & WATKINS
885 THIRD AVENUE
NEW YORK, NY 10022
(212) 906-1200
(Name, Addresses And Telephone Numbers Of Persons Authorized
To Receive Notices And Communications On Behalf Of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
(a) /X/ The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
(b) / / The filing of a registration statement under the Securities Act of 1933.
(c) / / A tender offer.
(d) / / None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a)are preliminary copies: /X/
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$151,548,368 $30,310
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* For purposes of calculation of fee only. This amount is based on (i) the
conversion of 7,401,989 shares of common stock, par value $0.033 per share,
of Celadon Group, Inc. (the "Celadon Common Stock") into the right to
receive $20.00 in cash per share, (ii) the payment of an amount, with
respect to options to purchase 444,675 shares of Celadon Common Stock, equal
to the difference between the applicable exercise prices and $20.00 per
share of Celadon Common Stock, and (iii) the payment of an amount, with
respect to warrants to purchase 12,121 shares of Celadon Common Stock, equal
to the difference between the exercise price and $20.00 per share of Celadon
Common Stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percent of the transaction value.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filings.
Amount Previously Paid: $30,310
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Form of Registration No.: Preliminary Proxy
Statement
Filing Party: Celadon Group, Inc.
Date Filed: July 27, 1998
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This Rule 13e-3 Transaction Statement (the "Statement") relates to the
Agreement and Plan of Merger dated as of June 23, 1998 (the "Merger Agreement")
by and between Laredo Acquisition Corp., a Delaware Corporation, ("Merger Sub")
and Celadon Group, Inc., a Delaware Corporation ("Celadon" or the "Company").
Merger Sub is a newly formed corporation, controlled by Odyssey Investment
Partners Fund, LP ("Odyssey"). Odyssey Capital Partners, LLC, a Delaware limited
liability company, is the general partner of Odyssey and Odyssey Investment
Partners, LLC, a Delaware limited liability company, serves as the manager of
Odyssey. Merger Sub was formed for the purpose of consummating the Merger (as
defined below). A copy of the Merger Agreement is attached as Annex A to the
preliminary proxy statement filed by the Company with the Securities and
Exchange Commission contemporaneously herewith (including all annexes thereto,
the "Preliminary Proxy Statement"). The Preliminary Proxy Statement is attached
hereto as Exhibit (d).
Upon the terms and subject to the conditions of the Merger Agreement, at the
Effective Time (as defined below) (i) Merger Sub will be merged into Celadon
(the "Merger"), with Celadon continuing as the surviving corporation (the
"Surviving Corporation"); (ii) the current directors of Celadon will be replaced
by the directors of Merger Sub (and the majority of the directors of the
Surviving Corporation will be designees of Odyssey); (iii) the shares of common
stock of Merger Sub held by Odyssey will be converted into shares of common
stock, par value $0.033 per share, of the Surviving Corporation (the "Surviving
Corporation Common Stock"), representing approximately 90% of the outstanding
shares of the Surviving Corporation Common Stock; (iv) an officer and director
of Celadon, and an entity which is an affiliate of a director of Celadon, will
retain certain of their existing shares (the "Rollover Shares") of Celadon
Common Stock, which Rollover Shares will represent approximately 10% of the
outstanding shares of the Surviving Corporation Common Stock; (v) certain
officers and directors of Celadon will retain certain of their existing options
to purchase Celadon Common Stock (the "Rollover Options"; and (vi) each share of
Celadon Common Stock outstanding immediately prior to the Effective Time (except
for the Rollover Shares and treasury shares held by Celadon) will be converted
into the right to receive $20.00 per share in cash (the "Cash Merger Price").
Shares of Celadon Common Stock held in the Company's treasury will be canceled
and retired. Except for the Rollover Options, all outstanding options and
warrants exercisable to purchase shares of Celadon Common Stock will be
canceled. The effective time of the Merger will be the date and time of the
filing of the Certificate of Merger with the Delaware Secretary of State in
accordance with the Delaware General Corporation Law (the "Effective Time"),
which is scheduled to occur as soon as practicable after the satisfaction of
certain closing conditions.
Consummation of the Merger is subject to certain conditions, including the
obtaining of the Financing (as defined in the Merger Agreement) contemplated by
the Financing Letters (as defined in the Merger Agreement). It is contemplated
that the financing required to pay the Cash Merger Price, to pay the value of
all outstanding options (other than the Rollover Options) and the warrants (all
of which are held by an affiliate of a director of the Company), to refinance
certain existing indebtedness and capital leases of the Company and its
subsidiaries and to pay the fees and expenses in connection with the Merger and
such financing will be provided by (a) the issuance by the Company of senior
discount notes for gross proceeds of $25 million (the "Company Senior Discount
Notes") and the issuance by Celadon Trucking Services, Inc. ("CTSI"), a
wholly-owned subsidiary of the Company, of $150 million of senior subordinated
notes (the "CTSI Senior Subordinated Notes" and together with the Company Senior
Discount Notes, the "Debt Securities"), (b) drawings of up to $7.5 million under
a $25 million revolving credit facility, and (c) equity financing provided by
Odyssey in the amount of approximately $57.6 million through the purchase of
common stock of Merger Sub. In the event that the offering of the Debt
Securities is not consummated prior to the Effective Time, bridge loans (the
"Bridge Loans") in an aggregate amount not to exceed $125 million will be
incurred by the Company and CTSI and will be used to finance the Merger. Merger
Sub informed the Company in writing that it had received notice on September 15,
1998 from Bankers Trust Corporation ("BT"), the institution that is to provide
the Bridge Loans, that BT would not be obligated to provide such financing under
the then existing market conditions. Pursuant to the commitment letter issued to
Merger Sub by BT with respect to the financing of the Merger (the "BT Financing
Letter"), BT
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would not be obligated to provide the Bridge Loans if, in the reasonable
judgment of BT, market conditions which would materially and adversely affect
the ability to sell or place the Debt Securities exist at the time funding is
requested. BT has noted that the conditions to funding the Bridge Loans,
including the absence of adverse market conditions, need only be satisified on
the date of request for funds. No such request has yet been made by Merger Sub.
The BT Financing Letter has not been terminated or otherwise modified as of this
date. The BT Financing Letter will terminate in accordance with its terms on
November 30, 1998 if no amounts have yet been funded thereunder. Pursuant to the
terms of the Merger Agreement, Merger Sub would not be obligated to consummate
the Merger if the financing contemplated by the BT Financing Letter was not
available. If the Merger is not consummated on or prior to November 30, 1998,
the Merger Agreement will terminate in accordance with its terms. See "Certain
Provisions of the Merger Agreement--Termination; Effect of Termination" in the
accompanying Preliminary Proxy Statement.
As a result of the information available to the Company, including, without
limitation, the notice from BT and the Company's understanding of current market
conditions the Company believes it is highly unlikely that the Merger will be
consummated at the Cash Merger Price. Notwithstanding the Company's belief as to
the likelihood that the Merger will be consummated, the Company is proceeding to
take the actions required to close the Merger, including the mailing of this
Proxy Statement and obtaining stockholder approval of the Merger at the Special
Meeting. However, even if the Company's stockholders adopt and approve the
Merger Agreement, there can be no assurance that the Merger will be consummated.
See "Special Factors--Recent Developments; Material Uncertainty of Consummating
the Merger" in the accompanying Preliminary Proxy Statement.
The following Cross Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Preliminary Proxy
Statement of the information required to be included in response to the items of
this Statement. The information in the Preliminary Proxy Statement, a copy of
which is attached hereto as Exhibit (d), is hereby expressly incorporated herein
by reference and the responses to each item in this Statement are qualified in
their entirety by the information contained in the Preliminary Proxy Statement.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Preliminary Proxy Statement.
The filing of this Statement shall not be construed as an admission by the
Company, or by Merger Sub or Odyssey or any of their affiliates (together, the
"Odyssey Entities"), that the Company is "controlled" by the Odyssey Entities or
that any of the Odyssey Entities is an "affiliate" of the Company within the
meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or as an admission by the Company or by
Stephen Russell that the Company is "controlled" by Stephen Russell or that
Stephen Russell is an "affiliate" of the Company within the meaning of Rule
13(e)-3 under Section 13(e) of the Exchange Act.
CROSS REFERENCE SHEET
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item l(a) and (b)...................... Outside Front Cover Page, "SUMMARY--The Parties to the Merger", "--The
Special Meeting" and "THE SPECIAL MEETING--Record Date, Solicitation and
Revocability of Proxies".
Item l(c) and (d)...................... "SUMMARY--Market Prices; Dividends" and "MARKET PRICES AND DIVIDENDS."
Item l(e).............................. Not applicable.
Item l(f).............................. Not applicable.
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<TABLE>
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 2(a)-(d).......................... Outside Front Cover Page, "SUMMARY--The Parties to the Merger"; "MERGER
SUB AND ODYSSEY"; and "DIRECTORS AND EXECUTIVE OFFICERS OF THE SURVIVING
CORPORATION."
Item 2(e) and (f)...................... Negative.
Item 2(g).............................. Not applicable.
Item 3(a) and (b)...................... Not Applicable.
Item 4(a) and (b)...................... Outside Front Cover Page, "SUMMARY--Terms of the Merger", "--Effective
Time", "--Conditions to Consummation of the Merger", "--Interests of
Certain Persons in the Merger", "--Certain Related Agreements", "--No
Solicitation; Fiduciary Duties", "--Termination; Fees and Expenses";
"SPECIAL FACTORS--Interests of Certain Persons in the Merger",
"--Certain Related Agreements"; "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT" and ANNEX A to the Preliminary Proxy Statement.
Item 5(a).............................. Outside Front Cover Page; "SUMMARY--Terms of the Merger", "--Effective
Time", and "--Conditions to Consummation of the Merger"; "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT"; and ANNEX A to the Preliminary
Proxy Statement.
Item 5(b).............................. Not applicable.
Item 5(c).............................. "SUMMARY--Certain Effects of the Merger"; "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT--Board of Directors and Officers of the Surviving
Corporation"; and "DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION".
Item 5(d)-(g).......................... "SUMMARY--Terms of the Merger", "--Certain Effects of the Merger",
"--Market Prices; Dividends"; "SPECIAL FACTORS--Certain Effects of the
Merger"; "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Treatment of
Securities in the Merger" and "MARKET PRICES AND DIVIDENDS".
Item 6(a)-(d).......................... "SUMMARY--Financing Arrangements" and "FINANCING OF THE MERGER".
</TABLE>
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 7(a)-(d).......................... Outside Front Cover Page, "SUMMARY--Reasons for the Merger",
"--Recommendation of the Board", "--Opinion of Financial Advisor",
"--Interests of Certain Persons in the Merger", "--Certain Related
Agreements", "--Certain Effects of the Merger", "--Certain Federal
Income Tax Consequences of the Merger", "--Appraisal Rights"; "SPECIAL
FACTORS-- Background of the Transaction", "--Reasons for the Merger;
Recommendation of the Board of Directors", "--Purposes and Reasons of
Odyssey and Merger Sub for the Merger", "--Purposes and Reasons of
Stephen Russell for Agreeing to the Merger", "--Opinion of Wasserstein
Perella, Financial Advisor to Celadon", "--Interests of Certain Persons
in the Merger", "--Certain Effects of the Merger", "--Certain Federal
Income Tax Consequences of the Merger", "--Appraisal Rights", "--Certain
Related Agreements."
Item 8(a) and (b)...................... "SUMMARY--Reasons for the Merger", "--Recommendation of the Board";
"SPECIAL FACTORS--Reasons for the Merger; Recommendation of the Board of
Directors", "--Position of Odyssey and Merger Sub as to Fairness of the
Merger", and "--Position of Stephen Russell as to Fairness of the
Merger."
Item 8(c).............................. "SUMMARY--The Special Meeting", "--Conditions to the Consummation of the
Merger"; "THE SPECIAL MEETING-- Quorum; Required Vote"; and "SPECIAL
FACTORS--Reasons for the Merger; Recommendation of the Board of
Directors."
Item 8(d).............................. "SPECIAL FACTORS--Reasons for the Merger; Recommendation of the Board of
Directors", "--Position of Odyssey and Merger Sub as to Fairness of the
Merger", and "--Position of Stephen Russell as to Fairness of the
Merger."
Item 8(e).............................. "SUMMARY--Recommendation of the Board" and "SPECIAL FACTORS--Background
of the Transaction" and "--Reasons for the Merger; Recommendation of the
Board of Directors."
Item 8(f).............................. Not applicable.
Item 9(a)-(c).......................... "SUMMARY--Reasons for the Merger", "--Opinion of Financial Advisor";
"SPECIAL FACTORS--Background of the Transaction", "--Reasons for the
Merger; Recommendation of the Board of Directors", and "--Opinion of
Wasserstein Perella, Financial Advisor to Celadon"; and ANNEX C to the
Preliminary Proxy Statement.
Item 10(a)............................. "SUMMARY--Interests of Certain Persons in the Merger"; "SPECIAL
FACTORS--Interests of Certain Persons in the Merger"; "CERTAIN EFFECTS
OF THE MERGER--Certain Related Agreements"; and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
Item 10(b)............................. Not applicable.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 11................................ "SUMMARY--The Special Meeting", "--Certain Related Agreements"; "SPECIAL
MEETING--Quorum; Required Vote"; "SPECIAL FACTORS--Interests of Certain
Persons in the Merger"; "CERTAIN EFFECTS OF THE MERGER-- Certain Related
Agreements"; and Exhibits (c)(1)and (c)(2), separately included
herewith.
Item 12(a) and (b)..................... "SUMMARY--The Special Meeting", "--Recommendation of the Board"; "THE
SPECIAL MEETING--Quorum; Required Vote"; "SPECIAL FACTORS--Reasons for
the Merger; Recommendation of the Board of Directors", "--Position of
Odyssey and Merger Sub as to Fairness of the Merger", "--Position of
Stephen Russell as to Fairness of the Merger", and "--Interests of
Certain Persons in the Merger--Voting Agreement."
Item 13(a)............................. "SUMMARY--Appraisal Rights" and "CERTAIN EFFECTS OF THE MERGER--
Appraisal Rights."
Item 13(b)............................. Not applicable.
Item 13(c)............................. Not applicable.
Item 14(a)............................. "SUMMARY--Selected Historical Consolidated Financial Information";
"SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION"; and Exhibit
(g) separately included herewith.
Item 14(b)............................. "SUMMARY--Unaudited Proforma Condensed Consolidated Financial
Information" and "UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION."
Item 15(a)--(b)........................ "THE SPECIAL MEETING--Record Date; Solicitation and Revocability of
Proxies."
Item 16................................ Copies of each of the Preliminary Proxy Statement, Letter to
Stockholders and Notice of Special Meeting of Stockholders separately
included herewith as Exhibit (d).
Item 17................................ Separately included herewith as Exhibits.
</TABLE>
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.
(a) and (b) The information set forth on the Outside Front Cover Page and in
"SUMMARY--The Parties to the Merger" and "THE SPECIAL MEETING--Record Date,
Solicitation and Revocability of Proxies" of the Preliminary Proxy Statement is
incorporated herein by reference.
(c) and (d) The information set forth in "SUMMARY--Market Prices; Dividends"
and "MARKET PRICES AND DIVIDENDS" of the Preliminary Proxy Statement is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
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ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is being filed by Merger Sub, Odyssey, Stephen
Russell and the Company, which is the issuer of the Celadon Common Stock, the
class of equity securities to which this Statement relates (collectively the
"Filing Persons").
The information set forth on the Outside Front Cover Page and in
"SUMMARY--The Parties to the Merger", "MERGER SUB AND ODYSSEY" and "DIRECTORS
AND EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION" of the Preliminary Proxy
Statement is incorporated herein by reference.
(e) and (f) During the last five years, none of the Filing Persons, nor to
the best of their knowledge any of the officers, directors, control persons or
general partners of the Filing Persons, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
(g) Not applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) The information set forth on the Outside Front Cover Page and in
"SUMMARY--Terms of the Merger", "--Effective Time", "--Conditions to
Consummation of the Merger", "--Interests of Certain Persons in the Merger",
"--Certain Related Agreements", "--No Solicitation; Fiduciary Duties", "--
Termination; Fees and Expenses",'--Appraisal Rights"; "SPECIAL
FACTORS--Interests of Certain Persons in the Merger", "--Certain Related
Agreements"; "CERTAIN PROVISIONS OF THE MERGER AGREEMENT"; and ANNEX A of the
Preliminary Proxy Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) The information set forth on the Outside Front Cover Page and in
"SUMMARY--Terms of the Merger", "--Effective Time", "--Conditions to
Consummation of the Merger"; "CERTAIN PROVISIONS OF THE MERGER AGREEMENT"; and
ANNEX A to the Preliminary Proxy Statement is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in "SUMMARY--Certain Effects of the Merger";
"CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Board of Directors and Officers of
the Surviving Corporation"; and "DIRECTORS AND OFFICERS OF THE SURVIVING
CORPORATION" of the Preliminary Proxy Statement is incorporated herein by
reference.
(d)-(g) The information set forth in "SUMMARY--Terms of the Merger",
"--Certain Effects of the Merger", "--Market Prices; Dividends"; "SPECIAL
FACTORS--Certain Effects of the Merger"; "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Treatment of Securities in the Merger"; and "MARKET PRICES AND
DIVIDENDS" of the Preliminary Proxy Statement is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) The information set forth in "SUMMARY--Financing Arrangements" and
"FINANCING OF THE MERGER" of the Preliminary Proxy Statement is incorporated
herein by reference.
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ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth on the Outside Front Cover Page and in
"SUMMARY--Reasons for the Merger", "--Recommendation of the Board", "--Opinion
of Financial Advisor", "--Interests of Certain Persons in the Merger",
"--Certain Related Agreements", "--Certain Effects of the Merger", "--Certain
Federal Income Tax Consequences of the Merger", "--Appraisal Rights"; and
"SPECIAL FACTORS--Background of the Transaction", "--Reasons for the Merger;
Recommendation of the Board of Directors", "--Purposes and Reasons of Odyssey
and Merger Sub for the Merger", "--Purposes and Reasons of Stephen Russell for
Agreeing to the Merger", "--Opinion of Wasserstein Perella, Financial Advisor to
Celadon", "--Interests of Certain Persons in the Merger", "--Certain Effects of
the Merger", "--Certain Federal Income Tax Consequences of the Merger", and
"--Appraisal Rights", "--Certain Related Agreements" of the Preliminary Proxy
Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in "SUMMARY--Reasons for the Merger",
"--Recommendation of the Board" and "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors", "--Position of Odyssey and Merger Sub
as to Fairness of the Merger" and "--Position of Stephen Russell as to Fairness
of the Merger" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "SUMMARY--The Special Meeting",
"--Conditions to Consummation of the Merger"; "THE SPECIAL MEETING--Quorum;
Required Vote"; and "SPECIAL FACTORS--Reasons for the Merger; Recommendation of
the Board of Directors" of the Preliminary Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors", "--Position of Odyssey and Merger Sub
as to Fairness of the Merger" and "--Position of Stephen Russell as to Fairness
of the Merger", is incorporated herein by reference.
(e) The information set forth in "SPECIAL FACTORS--Background of the
Transaction" and "--Reasons for the Merger; Recommendation of the Board of
Directors" of the Preliminary Proxy Statement is incorporated herein by
reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "SUMMARY--Reasons for the Merger",
"--Opinion of Financial Advisor"; "SPECIAL FACTORS-- Background of the
Transaction", "--Reasons for the Merger; Recommendation of the Board of
Directors", "--Opinion of Wasserstein Perella, Financial Advisor to Celadon";
and ANNEX B of the Preliminary Proxy Statement is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY--Interests of Certain Persons in
the Merger"; "SPECIAL FACTORS--Interests of Certain Persons in the Merger";
"CERTAIN EFFECTS OF THE MERGER--Certain Related Agreements"; and "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" of the Preliminary Proxy
Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "SUMMARY--Interests of Certain Persons in the
Merger"; "CERTAIN EFFECTS OF THE MERGER--Certain Related Agreements"; "SPECIAL
FACTORS--Interests of
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Certain Persons in the Merger" and "--Certain Related Agreements" of the Proxy
Statement is incorporated herein by reference. See also Exhibits (c)(1)
and(c)(2) attached hereto.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a) and (b) The information set forth in "SUMMARY--The Special Meeting",
"-Recommendation of the Board"; "THE SPECIAL MEETING--Quorum; Required Vote";
"SPECIAL FACTORS--Reasons for the Merger; Recommendation of the Board of
Directors", "--Position of Odyssey and Merger Sub as to Fairness of the Merger",
"--Position of Stephen Russell as to Fairness of the Merger", and "-- Interests
of Certain Persons in the Merger--Voting Agreement" of the Preliminary Proxy
Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY--Appraisal Rights" and "CERTAIN
EFFECTS OF THE MERGER--Appraisal Rights" of the Preliminary Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SUMMARY--Selected Historical Consolidated
Financial Information" and "SELECTED HISTORICAL CONSOLIDATED FINANCIAL
INFORMATION" of the Preliminary Proxy Statement is incorporated herein by
reference. In addition, the audited consolidated financial statements of the
Company for the fiscal year ended June 30, 1998, a copy of which is attached
hereto as Exhibit (g), is incorporated herein by reference.
(b) The information set forth in "SUMMARY--Unaudited Pro Forma Condensed
Consolidated Financial Information" and "UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED FINANCIAL INFORMATION" of the Preliminary Proxy Statement is
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The information set forth in "THE SPECIAL MEETING--Record Date,
Solicitation and Revocability of Proxies" of the Preliminary Proxy Statement is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Consummation of the Merger is subject to certain conditions, including the
completion of financing to provide approximately $233.8 million to pay the Cash
Merger Price, to pay the value of all outstanding options (other than the
Rollover Options) and the warrants (all of which are held by an affiliate of a
director of the Company), to refinance certain existing indebtedness and capital
leases of the Company and its subsidiaries and to pay the fees and expenses in
connection with the Merger and such financing. It is contemplated that the
financing required in connection with the consummation of the Merger will be
provided by (a) the issuance by the Company of senior discount notes for gross
proceeds of $25 million (the "Company Senior Discount Notes") and the issuance
by Celadon Trucking Services, Inc. ("CTSI"), a wholly-owned subsidiary of the
Company, of $150 million of senior subordinated notes (the "CTSI Senior
Subordinated Notes" and together with the Company Senior Notes, the "Debt
Securities"), (b) drawings of up to $7.5 million under a $25 million revolving
credit facility, and (c) equity financing provided by Odyssey in the amount of
approximately $57.6 million through the purchase of common stock of Merger Sub.
In the event that the offering of the Debt Securities is not consummated prior
to the Effective Time, bridge loans (the "Bridge Loans") in an aggregate amount
not to exceed $125 million will be incurred by the Company and CTSI and will be
used to finance the Merger. Merger Sub informed the Company in
9
<PAGE>
writing that it had received notice on September 15, 1998 from Bankers Trust
Corporation ("BT"), the institution that is to provide the Bridge Loans, that BT
would not be obligated to provide such financing under the then existing market
conditions. Pursuant to the commitment letter issued to Merger Sub by BT with
respect to the financing of the Merger (the "BT Financing Letter"), BT would not
be obligated to provide the Bridge Loans if, in the reasonable judgment of BT,
market conditions which would materially and adversely affect the ability to
sell or place the Debt Securities exist at the time funding is requested. BT has
noted that the conditions to funding the Bridge Loans, including the absence of
adverse market conditions, need only be satisified on the date of request for
funds. No such request has yet been made by Merger Sub. The BT Financing Letter
has not been terminated or otherwise modified and remains in full effect as of
this date. If no amounts have yet been funded thereunder, the BT Financing
Letter will terminate in accordance with its terms on November 30, 1998. If the
Merger is not consummated on or prior to November 30, 1998, the Merger Agreement
will terminate in accordance with it terms. See "Certain Provisions of the
Merger Agreement--Termination; Effect of Termination" in the accompanying
Preliminary Proxy Statement.
As a result of the information available to the Company, including, without
limitation, the notice from BT and the Company's understanding of current market
conditions the Company believes it is highly unlikely that the Merger will be
consummated at the Cash Merger Price. Notwithstanding the Company's belief as to
the likelihood that the Merger will be consummated, the Company is proceeding to
take the actions required to close the Merger, including the mailing of this
Proxy Statement and obtaining stockholder approval of the Merger at the Special
Meeting. However, even if the Company's stockholders adopt and approve the
Merger Agreement, there can be no assurance that the Merger will be consummated.
See "Special Factors--Recent Developments; Material Uncertainty of Consummating
the Merger" in the accompanying Preliminary Proxy Statement.
Additional information concerning the Merger is set forth in the preliminary
copies of each of the Preliminary Proxy Statement, Letter to Shareholders and
Notice of Special Meeting of Stockholders which are attached hereto as Exhibit
(d).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Bridge Commitment Letter from Bankers Trust Corporation to Merger Sub
dated June 23, 1998.*
(a)(2) Bank Loan Commitment Letter from General Electric Capital Corporation
to Merger Sub dated June 23, 1998.*
(b)(1) Fairness Opinion, dated as of June 22, 1998, delivered by Wasserstein
Perella & Co., (filed herewith as Annex C to the Preliminary Proxy Statement,
which is filed as Exhibit (d) hereto).
(b)(2) Materials Prepared for the Board of Directors of the Company, dated
June 22, 1998, delivered by Wasserstein Perella & Co.*
(c)(1) Merger Agreement (filed herewith as Annex A to the Preliminary Proxy
Statement, which is filed as Exhibit (d) hereto).*
(c)(2) Voting Agreement, dated as of June 23, 1998 among Merger Sub, Stephen
Russell and Hanseatic Corporation.*
(d) Copies of each of the Preliminary Proxy Statement of the Company, Letter
to Stockholders, and Notice of Special Meeting of Stockholders.
(e) Section 262 of the Delaware General Corporation Law (filed herewith as
Annex B to the Proxy Statement, which is filed as Exhibit (d) hereto).*
(f) None.
(g) The audited consolidated financial statements of the Company for the
fiscal year ended June 30, 1998.*
- ------------------------
* previously filed.
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<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 29, 1998
CELADON GROUP, INC.
By: /s/ STEPHEN RUSSELL
-----------------------------------------
Stephen Russell
PRESIDENT, CHIEF EXECUTIVE OFFICER, AND
CHAIRMAN
11
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 29, 1998
<TABLE>
<S> <C> <C>
LAREDO ACQUISITION CORP.
By: /s/ BRIAN KWAIT
------------------------------------------
Name: Brian Kwait
Title: PRESIDENT
ODYSSEY INVESTMENT PARTNERS FUND, LP
By: ODYSSEY CAPITAL PARTNERS, LLC,
its General Partner
By: /s/ STEPHEN BERGER
------------------------------------------
Name: Stephen Berger
Title: SENIOR MANAGING MEMBER
By: /s/ BRIAN KWAIT
------------------------------------------
Name: Brian Kwait
Title: MANAGING MEMBER
</TABLE>
12
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 29, 1998
<TABLE>
<S> <C> <C>
/S/ STEPHEN RUSSELL
------------------------------------------
Stephen Russell
</TABLE>
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- --------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
(a)(1) Bridge Commitment Letter from Bankers Trust Corporation to Merger Sub dated June 23, 1998.*
(a)(2) Bank Commitment Letter from General Electric Capital Corporation to Merger Sub dated June 23,
1998.*
(b)(1) Fairness Opinion, dated as June 22, 1998, delivered by Wasserstein Perella & Co., (filed
herewith as Annex C to the Preliminary Proxy Statement, which is filed as Exhibit (d)
hereto).*
(b)(2) Materials Prepared for the Board of Directors of the Company, dated June 22, 1998, delivered
by Wasserstein Perella & Co.*
(c)(1) Merger Agreement (filed herewith as Annex A to the Preliminary Proxy Statement, which is
filed as Exhibit (d) hereto).*
(c)(2) Voting Agreement, dated as of June 23, 1998 among Merger Sub, Stephen Russell and Hauseatic
Corporation.*
(d) Copies of each of the Preliminary Proxy Statement of the Company, Letter to Stockholders, and
Notice of Special Meeting of Stockholders.
(e) Section 262 of the Delaware General Corporation Law (filed herewith as Annex B to the
Preliminary Proxy Statement, which is filed as Exhibit (d) hereto).*
(f) None.
(g) The audited consolidated financial statements of the Company for the fiscal year ended June
30, 1998.*
</TABLE>
- ------------------------
* Filed previously
** Filed herewith
14
