UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6(1))*
-------------------------------
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)
-------------------------------
April 23, 2002
(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 Rule 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. 8 to Schedule 13G filed jointly
by Hanseatic Corporation and Wolfgang Traber.
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)
-----
(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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
601,732
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
601,732
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,732
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% (see footnote 1)
14 TYPE OF REPORTING PERSON*
CO
-----------------
(1) Based upon an aggregate of 7,643,492 shares outstanding at
February 14, 2002, as reported in the issuer's most recent
Quarterly Report on Form 10-Q.
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
601,732 (see footnote 1)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
601,732 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
601,732 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% (see footnote 2)
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) Based upon an aggregate of 7,643,492 shares outstanding at
February 14, 2002, as reported in the issuer's most recent
Quarterly Report on Form 10-Q.
INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this
Amendment No. 6 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, Amendment No. 3 thereto dated
June 23, 1998, Amendment No. 4 thereto dated March 24, 2000 and
Amendment No. 5 thereto dated June 30, 2001 (collectively, the
"Amended Statement on Schedule 13D") filed jointly by Hanseatic
Corporation ("Hanseatic") and Wolfgang Traber ("Traber"), 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 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of April 30, 2002, Hanseatic beneficially owned,
for purposes of Rule 13d-3 under the Exchange Act, 601,732
shares (the "Shares") of Common Stock, constituting, to the best
of the knowledge of Hanseatic, 7.9% of the issued and
outstanding shares of Common Stock.
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, 7.9% of the issued and outstanding shares
of Common Stock.
(b) Hanseatic has sole power to vote or to direct the
vote of, and sole power to dispose or to direct the disposition
of, the Shares.
Traber has shared power to vote or to direct the vote
of, and shared power to dispose or to direct the disposition of,
the 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:
Date of Number of Shares Sale Price
Transactions of Common Stock Sold Per Share
------------ --------------------- ----------
March 14, 2002 11,000 $6.80
March 27, 2002 1,000 6.73
March 28, 2000 7,000 6.70
April 1, 2002 12,000 6.68
April 16, 2002 2,900 6.75
April 17, 2002 3,000 6.68
April 18, 2002 39,000 6.97
April 23, 2002 600 8.40
(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 600,521 shares of
Common Stock beneficially owned by Hanseatic, constituting
approximately 7.9% 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 percent of the outstanding Common Stock.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibit A - Agreement pursuant to Rule 13d-1(k)(1)(iii)
SIGNATURE
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 30, 2002 HANSEATIC CORPORATION
By s/Bruce Beaty
-------------------------
Bruce Beaty,
Vice President
Dated: April 30, 2002
s/Wolfgang Traber
----------------------------
Wolfgang Traber
INDEX TO EXHIBITS
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Exhibit A - Agreement pursuant to Rule 13d-
1(k)(l)(iii)
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