8-K

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):

March 31, 2014

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

(317) 972-7000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

On Monday, March 31, 2014, Celadon Group, Inc. (the "Company") and Quality Equipment Leasing, Inc., ("Quality") a wholly-owned subsidiary of the Company, entered into a  Program Agreement (the "Program Agreement ") and a Portfolio Purchase and Sale Agreement (the "Portfolio Agreement") with Element Financial Corporation ("Element").

Under the Portfolio Agreement, Element purchased Quality's independent contractor lease portfolio and associated assets for $53 million. The portfolio includes approximately 600 leases and tractors currently in service with independent contractors of the Company and other partner carriers. Under the Program Agreement, Element will finance the renewal and expansion of transportation assets operated by independent lessees under contract with the Company.

Item 9.01                  Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	99.1	Celadon Group, Inc. press release announcing the sale of lease portfolio assets and earnings release date.

The information contained in Item 9.01 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and such statements are subject to the safe harbor created by those sections, and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the last paragraph of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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 4,2014	By:	/s/ William E. Meek
		William E. Meek
		Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
99.1	Celadon Group, Inc. press release announcing the sale of lease portfolio assets and earnings release date.

EX-99.1 CHARTER

Exhibit 99.1

  9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON (317) 972-7000  

For more information: Joe Weigel Director of Marketing and Communication (800) CELADON Ext. 7006 (317) 972-7006 Direct jweigel@celadontrucking.com FOR IMMEDIATE RELEASE March 31, 2014

CELADON GROUP, INC. ANNOUNCES THE

SALE OF LEASE PORTFOLIO ASSETS AND EARNINGS RELEASE DATE

INDIANAPOLIS – Celadon Group, Inc. (NYSE:CGI) (“Celadon”) announced today that it has agreed to sell its independent contractor lease portfolio and associated assets to Element Financial Corporation (TSX:EFN) (“Element”).  The existing portfolio includes approximately 600 leases and tractors that are currently in service with independent contractors with Celadon and other partner carriers.  The purchase price of the transaction is approximately $53 million, which the company expects to use the funds to pay down its bank line.  As part of this transaction, the company has also entered into a Program Agreement with Element under which Element will provide financing for the renewal and expansion of the transportation assets operated by independent lessees under contract to Celadon.

Paul Will, Celadon’s President and Chief Executive Officer, made the following comment: "This transaction will allow us to reduce the amount of debt on our balance sheet, while at the same time providing us with the ability to expand and develop our fleet through a more asset-light model.”

This transaction will be reported in the company’s March quarter results that will be released after the close of market on Tuesday, April 29 followed by a conference call on Wednesday, April 30.  The details of the conference call will be published in a later release.

Celadon Group, Inc. (www.celadongroup.com), through its subsidiaries, provides long-haul and regional full-truckload freight service across the United States, Canada and Mexico.  The company also owns Celadon Logistics Services, which provides freight brokerage services, less-than-truckload services, as well as supply chain management solutions, including warehousing and dedicated fleet services.

Element Financial Corporation is one of North America’s leading equipment finance companies. Element operates across North America in five verticals of the equipment finance market – Commercial Finance, Vendor Finance, Aviation Finance, Railcar Finance and Fleet Management.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider factors that could impact results as provided in various disclosures by the company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission.

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