Celadon Group announces shareholder agreement and offers other comments.INDIANAPOLIS--(BUSINESS WIRE)--June 10, 1996--Celadon Group Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CLDN CLDN Calling Line Directory Number CLDN Claudin (gene family) ) today announced an agreement between two key shareholders: the company's Chairman and Chief Executive Officer, Stephen Russell and its President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , Leonard Bennett. In connection with this agreement, Russell and others, including members of Celadon celadon Chinese, Korean, Siamese, and Japanese stoneware decorated with glazes the colour range of which includes greens of various shades, olive, blue, and gray. The colours are the result of a wash of slip (liquefied clay) containing a high proportion of iron that is management, will purchase the 913,000 shares of Celadon common stock currently owned by Bennett at a price of $11 per share, subject to market trading prices prior to closing. Hanseatic hanse n. A medieval merchant guild or trade association. [Middle English, from Old French, from Middle Low German, from Old High German hansa, military troop. Corp., a principal stockholder of the company, has indicated that it intends to acquire a significant portion of the shares directly or through its affiliates. Bennett will resign as a director and officer of the company. He will also terminate his employment contract with the company and enter into a three year non-compete and consulting contract. Subject to board approval, Bennett will acquire the company's interest in logistics operations in South America, which operate under the name of Celsur. Bennett said, "I intend to focus on the logistics and distribution activities in Latin America and other international markets in the years ahead." Stephen Russell stated that, "We intend to focus Celadon on the core trucking business both within the United States and with other NAFTA NAFTA in full North American Free Trade Agreement Trade pact signed by Canada, the U.S., and Mexico in 1992, which took effect in 1994. Inspired by the success of the European Community in reducing trade barriers among its members, NAFTA created the world's countries." In other developments, Russell noted that Celadon's financial results for the fourth fiscal quarter ending June 30, 1996 are likely to be below prior expectations. High fuel prices in April coupled with lower than expected revenue in April and most of May will contribute to lower reported results. Although revenue levels have shown recent strengthening, Russell added that, "The improvement is not likely to be sufficient to offset performance earlier in the quarter." The company also reported that its efforts to acquire certain assets of Burlington Motor Carriers continue to move forward. The company's revised letter of intent has been approved by the Board of Burlington and the Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. has set a June 25 auction date. The Court has also authorized, subject to signing a definitive agreement, a breakup fee breakup fee A provision in a takeover agreement that requires a firm to pay the investment banker a large sum of money if another firm takes over the target company. A breakup fee tends to discourage other firms from making bids for the target. of $500,000 plus fees of up to $250,000 in the event Celadon is overbid o·ver·bid v. o·ver·bid, o·ver·bid·den or o·ver·bid, o·ver·bid·ding, o·ver·bids v.tr. 1. To outbid (a person) for something, as at an auction. 2. . Russell stated that, "We are hopeful that we will be successful in our efforts to acquire Burlington's assets as it will broaden our market focus while enabling us to be a more efficient provider of truckload freight movements." Separately, the company also stated that it was selling its Celadon Express division, a package delivery service based in New York. "This is one more step in the plan to shed non-core assets," Russell noted. Celadon Group Inc. is a full truckload company, with facilities in the U.S. and Mexico. Celadon is a leader in truckload movements among NAFTA countries. CONTACT: Celadon Group Inc., Indianapolis Don Snyder, 317/972-7033 |
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