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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
August 10, 1999
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Date of Report (Date of earliest event reported)
CELADON GROUP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 0-23192 13-3361050
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(State or other jurisdiction Commission File Number (I.R.S. Employer Number)
of incorporation or
organization)
One Celadon Drive, Indianapolis, Indiana 46235-4207
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(Address of Principal Executive Offices) (Zip Code)
(317) 972-7000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2. Acquisition or Disposition of Assets
On August 10, 1999, Celadon Group, Inc. (the "Company")and Zipp
Express, Inc. ("Zipp Express"), a wholly-owned subsidiary of the Company (the
Company and Zipp Express collectively, the "Purchaser"), acquired certain assets
of Zipp -- Express, Inc., an Indiana corporation ("Express") and Zipp Logistics,
LLC, an Indiana limited liability company ("Logistics"), pursuant to an ASSET
PURCHASE AGREEMENT (the "Agreement"), made and entered into by and among the
Company, Zipp Express, Express, Logistics and Jerry L. Closser, Daniel J.
Frieden, Ernest F. Krebs and Richard E. Williamson (collectively referred to
herein as the "Shareholders"). Express, Logistics and the Shareholders are
referred to herein collectively, and when the context so requires, individually
as "Seller". A copy of the Asset Purchase Agreement is annexed hereto as Exhibit
2.1.
Pursuant to the Agreement, the Purchaser has purchased (i) all
Equipment, Inventory, and Real Property Improvements (each of the forgoing as
defined in the Agreement); (ii) Express' intellectual property (including,
without limitation, all trademark, servicemark, trade name or copyright rights
and all trade secrets, know-how and proprietary information and processes),
contract and warranty rights, business records, prepaid expenses, licenses and
permits (to the extent transferable and/or assignable), accounts receivable, and
claims, counterclaims and rights of setoff;(iii) certain of Express' Real
Property; and (iv) certain other assets owned by Express prior to the closing
(collectively, the "Assets"). All of the Assets were used in or relate to
Express and Logistics business as a provider of transportation services to and
from Mexico and throughout the Midwest and will be used by Purchaser in or in
connection with its transportation services offered from the United States and
Canada to and from Mexico. In addition, several members of Express' management
team have signed employment contracts with Purchaser.
Purchaser has assumed only certain limited liabilities of Express. As
consideration for the purchase of the Assets, Purchaser has paid to the Seller
the sum of Twenty-Five Million Seven Hundred Seven Thousand Four Hundred
Fifty-Five Dollars ($25,707,455.00), subject to adjustment as provided in
Section 1.6.5 of the Agreement. The funds needed to pay the Purchase Price were
obtained by the Purchaser from its newly completed $60 million banking facility
with ING Barings. The new banking arrangement includes a $30 million revolving
loan and a $30 million term loan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a)and (b) The financial information required by these items will be filed by
amendment not later than 60 days after the filing of this initial
report.
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
2.1 Asset Purchase Agreement dated as of August 10, 1999 by and among
Zipp - Express, Inc., Zipp Logistics, LLC, Jerry L. Closser, Daniel
J. Frieden, Ernest F. Krebs and Richard E. Williamson, Celadon Group,
Inc., and Zipp Express, Inc. (formerly known as Zipp Acquisition
Corp.).,
99.1 Press release dated August 11, 1999.
SIGNATURES
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.
Date: August 25, 1999
CELADON GROUP, INC.
By: /s/ Paul Will
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Name: Paul Will
Title: Chief Financial Officer
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
2.1 Asset Purchase Agreement dated as of August 10, 1999 by and among
Zipp - Express, Inc., Zipp Logistics, LLC, Jerry L. Closser, Daniel J.
Frieden, Ernest F. Krebs and Richard E. Williamson, Celadon Group, Inc.,
and Zipp Express, Inc. (formerly known as Zipp Acquisition Corp.).
99.1 Press release dated August 11, 1999.