-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iw3GM77Koo21KYlpHT5WdivtLGGvlF/x1W3ZSocxaZvhR6mAQOIdMRaOh8KlkqEI rdzg+xwwAFbgt9LotZ13xQ== 0001012975-96-000029.txt : 19961003 0001012975-96-000029.hdr.sgml : 19961003 ACCESSION NUMBER: 0001012975-96-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961002 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELADON GROUP INC CENTRAL INDEX KEY: 0000865941 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 133361050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45287 FILM NUMBER: 96638082 BUSINESS ADDRESS: STREET 1: ONE CELADON DR CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 BUSINESS PHONE: 2129774447 MAIL ADDRESS: STREET 2: ONE CELADON DRIVE CITY: INDIIANAPOLIS STATE: IN ZIP: 46236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUSSELL STEPHEN CENTRAL INDEX KEY: 0001023971 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CELAPHON DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 MAIL ADDRESS: STREET 1: ONE CELAPHON DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 SC 13D/A 1 13D AMENDMENT Page 1 of 6 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 1) ______________________ CELADON GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.033 PER SHARE (Title of Class of Securities) 150838-10-0 (CUSIP Number) ______________________ Copies of Communications to: Arnold S. Jacobs, Esq. Proskauer Rose Goetz & Mendelsohn LLP 1585 Broadway New York, New York 10036 (212) 969-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 28, 1994 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) 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 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. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stephen Russell 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] 3. SEC Use Only 4. Source of Funds* PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) [ ] 6. Citizenship or Place of Organization United States Number 7. Sole Voting Power of Shares 998,315 (includes 40,001 shares that Mr. Russell has a right to acquire through the exercise of stock options) Beneficially Owned by Each 8. Shared Voting Power Reporting Person With 0 9. Sole Dispositive Power 998,315 (includes 40,001 shares of stock that Mr. Russell has a right to acquire through the exercise of stock options) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 998,315 (includes 40,001 shares that Mr. Russell has a right to acquire through the exercise of stock options) 12. Check Box if the Aggregate Amount in Row (11) [ ] Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 13.1% (based on Common Stock outstanding at September 17, 1996) 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D This Statement on Schedule 13D amends Item 5 of the Statement on Schedule 13D filed on behalf of Stephen Russell, and, as so amended, such item shall read as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Russell beneficially owns 998,315 shares of Common Stock, including 40,001 shares that Mr. Russell has a right to acquire through the exercise of stock options, which represents 13.1% of the shares outstanding at September 17, 1996. (b) Excluding the effect of the stockholders agreement described in item 6, Mr. Russell has the sole power to vote, or direct the vote, and sole power to dispose, or direct the disposition of, 998,315 shares of Common Stock, including 40,001 shares that Mr. Russell has a right to acquire through the exercise of stock options. (c) Mr. Russell has not effected any transactions with respect to the Common Stock during the past 60 days. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1996 /s/ Stephen Russell -----END PRIVACY-ENHANCED MESSAGE-----