UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(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 & Kailes LLP
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
(201) 845-3434
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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March 24, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
------
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
- -------------------------
(1) Constitutes Amendment No. 6 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)
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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
627,232
8 SHARED VOTING POWER
(see footnote 1)
9 SOLE DISPOSITIVE POWER
627,232
10 SHARED DISPOSITIVE POWER
(see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,232 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(see footnote 1)
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (see footnote 2)
14 TYPE OF REPORTING PERSON*
CO
- -----------------
(1) Excludes an aggregate of approximately 989,804 shares (the
"Russell Shares") beneficially owned by Stephen Russell
(including 70,000 shares issuable upon exercise of outstanding
options exercisable within 60 days), as reported in the Proxy
Statement dated October 29, 1999 of Celadon Group, Inc. The
Russell Shares are subject to a stockholders' agreement among
Celadon Group, Inc., Hanseatic Corporation and Stephen
Russell.
(2) Based upon an aggregate of 7,776,557 shares outstanding at
February 14, 2000.
<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
627,232 (see footnotes 1 and 2)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
627,232 (see footnotes 1 and 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,232 (see footnotes 1 and 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(see footnote 2)
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (see footnote 3)
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents shares beneficially owned by Hanseatic Corporation;
the undersigned holds in excess of a majority of the shares of
capital stock of Hanseatic Corporation.
(2) Excludes the Russell Shares.
(3) Based upon an aggregate of 7,776,557 shares outstanding at
February 14, 2000.
<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
36,500 (see footnote 1)
8 SHARED VOTING POWER
(see footnote 2)
9 SOLE DISPOSITIVE POWER
36,500 (see footnote 1)
10 SHARED DISPOSITIVE POWER
(see footnote 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,500 (see footnotes 1 and 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(see footnote 2)
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1% (see footnote 3)
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents shares issuable upon exercise of outstanding
options exercisable within 60 days.
(2) Excludes shares beneficially owned by Hanseatic Corporation,
in which Mr. Biddelman serves as an executive officer;
effective April 1, 2000, Mr. Biddelman does not hold voting or
investment power with respect to such shares. Also excludes
the Russell Shares.
(3) Based upon an aggregate of 7,776,557 shares outstanding at
February 14, 2000.
<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. 4 to Schedule 13D discloses changes in the Statement
on Schedule 13D dated July 3, 1996, as amended by Amendment No. 1
thereto dated July 3, 1996, Amendment No. 2 thereto dated December
31, 1997, and Amendment No. 3 thereto dated June 23, 1998 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.
-------------------
This statement relates to shares of the common stock, $.033
par value (the "Common Stock"), of Celadon Group, Inc., a Delaware
corporation (the "Corporation"). The principal executive offices of
the Corporation are located at One Celadon Drive, Indianapolis,
Indiana 46235-4207.
Item 2. Identity and Background.
-----------------------
This statement is filed jointly, pursuant to Rule 13d-1(k)(1),
by: (i) Hanseatic, (ii) Wolfgang Traber, who holds in excess of a
majority of the shares of capital stock of Hanseatic, and (iii)
Paul A. Biddelman, President of Hanseatic. 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 April 7, 2000, Hanseatic beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 627,232 shares (the
"Shares") of Common Stock, constituting, to the best of the
knowledge of Hanseatic, 8.1% of the issued and outstanding shares
of Common Stock. Such shares exclude approximately 989,804 shares
beneficially owned by Stephen Russell ("Russell") (including 70,000
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, 8.1% of the issued and outstanding shares of
Common Stock.
As of April 7, 2000, Biddelman beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 36,500 shares (the
"Option Shares") of Common Stock issuable upon exercise of options
granted by the Corporation under its 1994 Employee Stock Option
Plan and its Non-Employee Director Stock Option Plan and
exercisable within 60 days, constituting, to the best of the
knowledge of Biddelman, less than one percent of the issued and
outstanding shares of Common Stock. Such shares do not inlcude the
Shares, as to which, as of April 1, 2000, Biddelman does not hold
voting or investment power.
(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, 627,232 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, 627,232 shares of Common Stock.
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.
(c) During the sixty days prior to the filing of this
statement, Hanseatic sold shares of Common Stock in open market
brokerage transactions in the over-the-counter market as follows:
<PAGE>
<PAGE>
Number of Shares
Date of of Common Sale Price
Transactions Stock Sold Per Share
------------ ----------------- ----------
March 23, 2000 70,000 $29.2321
March 24, 2000 10,000 30.0000
March 27, 2000 30,000 29.1042
March 28, 2000 12,500 25.9000
March 29, 2000 12,500 25.0000
March 30, 2000 40,000 26.4297
March 31, 2000 10,000 25.0000
April 3, 2000 5,000 24.5625
April 4, 2000 75,000 23.9375
April 5, 2000 35,000 21.4464
(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 626,021 shares of Common Stock
beneficially owned by Hanseatic, constituting approximately 8.1% of
the outstanding Common Stock. In addition, certain clients of
Hanseatic who provided funds for the purchase price of the 9.25%
Senior Subordinated Note dated October 8, 1992 (the "Note") issued
by the Corporation to Hanseatic have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the additional shares of Common Stock beneficially
owned by Hanseatic which were obtained upon conversion of the Note
in February 1994. No such client's interest in such dividends or
proceeds relate to more than five 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) Effective April 1, 2000, Biddelman ceased to exercise
voting or investment power with respect to the Shares, as a result
of modifications to the corporate governance arrangements of
Hanseatic. Accordingly, Biddelman ceased to be the beneficial
owner of in excess of 5% of the outstanding shares of Common Stock.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibit A - Agreement pursuant to Rule 13d-1(k)(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: April 7, 2000 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman, President
Dated: April 7, 2000
s/Wolfgang Traber
------------------------------
Wolfgang Traber
Dated: April 7, 2000
s/Paul A. Biddelman
------------------------------
Paul A. Biddelman
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Annex 1
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
<S> <C> <C> <C>
Wolfgang Traber Germany Chairman Chairman
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Gustav zu Germany Director Managing Director
Salm-Horstmar DHW Limited
DHW Limited 7-9 King Henry Terrace
7-9 King Henry Terrace Sovereign Court
Sovereign Court Sovereign Close
Sovereign Close London E19HE
London E19HE
Constantin R. Boden United States Director Principal
Boden Partners LLC Boden Partners LLC
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Paul A. Biddelman United States President President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
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(k)(1)(iii)
EXHIBIT A
Pursuant to Rule 13d-1(k)(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: April 7, 2000 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman, President
Dated: April 7, 2000
s/Wolfgang Traber
------------------------------
Wolfgang Traber
Dated: April 7, 2000
s/Paul A. Biddelman
------------------------------
Paul A. Biddelman
