UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 20, 2004
________________________________________________________________________
CELADON GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23192 13-3361050
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Celadon Drive, Indianapolis, IN 46235
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(317) 972-7000
Not applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events and Regulation FD Disclosure.
Not applicable.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
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99.1 Transcript of Celadon Group, Inc. Third Quarter
Conference Call Held on April 20, 2004
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
The information contained in Item 12 below is incorporated by reference
into this Item 9.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
Not applicable.
Item 12. Results of Operations and Financial Condition.
On Monday, April 19, 2004, Celadon Group, Inc., a Delaware corporation (the
"Company"), issued a press release announcing its financial and operating
results for the three and nine months ended March 31, 2004, the third fiscal
quarter of the Company's fiscal year ending June 30, 2004 (the "Press Release").
On Tuesday, April 20, 2004, the Company held a conference call (the "Conference
Call") to discuss the Press Release, as well as certain other historical and
forward-looking financial and statistical information. A copy of the transcript
of the Conference Call is attached to this report as Exhibit 99.1.
The information contained in this report and the exhibit hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
The conference call transcript filed as Exhibit 99.1 to this report
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are based upon
information currently available to management and management's perception
thereof as of the date of the Conference Call. Actual results of the Company's
operations could materially differ from those forward-looking statements. Such
differences could be caused by a number of factors including, but not limited
to, excess tractor and trailer capacity in the trucking industry; decreased
demand for our services or loss of one or more of our major customers; surplus
inventories; recessionary economic cycles and downturns in customers' business
cycles; strikes, work slow downs, or work stoppages at our facilities, or at
customer, port, or other shipping related facilities; our ability to execute our
strategic plan; increases in compensation for and difficulty in attracting and
retaining qualified drivers and independent contractors; increases in insurance
premiums and deductible amounts; elevated experience in the frequency or
severity of claims relating to accident, cargo, workers' compensation, health,
and other matters; increases or rapid fluctuations in fuel prices, as well as
fluctuations in hedging activities and surcharge collection, the volume and
terms of diesel purchase commitments, interest rates, fuel taxes, tolls, and
license and registration fees; fluctuations in foreign currency exchange rates;
increases in the prices paid for new revenue equipment; increases in interest
rates or decreased availability of capital or other sources of financing for our
planned revenue equipment upgrade; decreases in the resale value of our used
equipment; seasonal factors such as harsh weather conditions that increase
operating costs; competition from trucking, rail, and intermodal competitors;
regulatory requirements that increase costs or decrease efficiency, including
recently revised hours-of-service requirements for drivers; our ability to
identify acceptable acquisition candidates, consummate acquisitions, and
integrate acquired operations; the timing of, and any rules relating to, the
opening of the border to Mexican drivers; the effects of actual or threatened
military action or terrorist attacks or responses, including security measures
that may impede shipping efficiency, especially at border crossings; and risks
described from time to time in reports filed by the Company with the Securities
and Exchange Commission. Readers should take these factors into account in
evaluating any such forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELADON GROUP, INC.
Date: April 22, 2004 By: /s/ Stephen Russell
---------------------------------
Stephen Russell, Chairman and
Chief Executive Officer
EXHIBIT INDEX
99.1 Transcript of Celadon Group, Inc. Third Quarter Conference Call
Held on April 20, 2004