UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________________________________________________
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
September
26, 2005
__________________________________________________________________
CELADON
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23192
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13-3361050
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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9503
East 33rd Street
Indianapolis,
IN
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46235
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement
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See
the information set forth in Item 2.03 of this Current Report on
Form 8-K,
which is incorporated herein by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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On
September 26, 2005, Celadon Group, Inc., a Delaware corporation (the
"Company"), Celadon Trucking Services, Inc., a New Jersey corporation
and
wholly-owned subsidiary of the Company, and TruckersB2B, Inc., a
Delaware
corporation and wholly-owned subsidiary of the Company, entered into
an
unsecured Credit Agreement with LaSalle Bank National Association,
as
administrative agent, and LaSalle Bank National Association, Fifth
Third
Bank (Central Indiana), and JPMorgan Chase Bank, N.A., as lenders,
which
matures on September 24, 2010 (the “Credit Agreement”). The Credit
Agreement will be used to refinance the Company's existing credit
facility
and provide for ongoing working capital needs and general corporate
purposes. Borrowings under the Credit Agreement are based, at the
option
of the Company, on a base rate equal to the greater of the federal
funds
rate plus 0.5% and the administrative agent's prime rate or LIBOR
plus an
applicable margin that is adjusted quarterly between 0.75% and 1.125%
based on cash flow coverage. The Credit Agreement is guaranteed by
Celadon
E-Commerce, Inc., Celadon Canada, Inc., and Servicios de Transportacion
Jaguar, S.A. de C.V., each of which is a subsidiary of the
Company.
The
Credit Agreement has a maximum revolving borrowing limit of $50.0
million,
and the Company may increase the revolving borrowing limit by an
additional $20.0 million, to a total of $70.0 million. Letters of
credit
are limited to an aggregate commitment of $15.0 million and a swing
line
facility has a limit of $5.0 million. A commitment fee that is adjusted
quarterly between 0.15% and 0.225% per annum based on cash flow coverage
is due on the daily unused portion of the Credit Agreement. The Credit
Agreement contains certain restrictions and covenants in certain
circumstances relating to, among other things, dividends, tangible
net
worth, cash flow, mergers, consolidations, acquisitions, and dispositions,
and total indebtedness. The Credit Agreement includes usual and customary
events of default for a facility of this nature and provides that,
upon
the occurrence and continuation of an event of default, payment of
all
amounts payable under the Credit Agreement may be accelerated, and
the
Lenders’ commitments may be terminated.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Exhibit
Description
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Credit
Agreement dated as of September 26, 2005, among Celadon Group, Inc.,
Celadon Trucking Services, Inc. and TruckersB2B, Inc., as the Borrowers,
the various financial institutions party hereto, as Lenders, and
LaSalle
Bank National Association, as Administrative Agent.
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||
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Celadon
Group, Inc. press release announcing new $50 million five-year unsecured
credit facility.
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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.
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CELADON
GROUP, INC.
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Date:
September 29, 2005
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By:
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/s/
Paul Will
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Paul
Will
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Chief
Financial Officer
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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Credit
Agreement dated as of September 26, 2005, among Celadon Group, Inc.,
Celadon Trucking Services, Inc. and TruckersB2B, Inc., as the Borrowers,
the various financial institutions party hereto, as Lenders, and
LaSalle
Bank National Association, as Administrative Agent.
|
|
|
Celadon
Group, Inc. press release announcing new
$50 million five-year unsecured credit
facility.
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