content: 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): June 28, 2000
  
                                 CELADON GROUP, INC.
                        ------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            DELAWARE                  0-23192                   13-3361050
           ----------                ---------                  -----------
  (State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
        of incorporation)                                    Identification No.)
  
  
                   ONE CELADON DRIVE, INDIANAPOLIS, IN 46235-4207
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code: (317) 972-7000
  
  
  
  
  <PAGE>
  
  ITEM  5.  OTHER EVENTS.
  
       On June 28,  2000,  the Board of  Directors  of Celadon  Group,  Inc.  (the
  "Company")  declared a dividend  distribution  of one preferred  stock  purchase
  right (a "Right") for each outstanding  share of Common Stock,  $.033 par value,
  of the Company (the "Common  Shares"),  payable to the stockholders of record on
  July 20, 2000 (the "Record  Date").  The Board of Directors also  authorized and
  directed  the  issuance of one Right with  respect to each Common  Share  issued
  thereafter  until the  Distribution  Date (as  defined  below)  (or the  earlier
  redemption or expiration of the Rights).
  
       Except  as set  forth  below,  each  Right,  when it  becomes  exercisable,
  entitles  the  registered  holder to purchase  one  one-hundredth  of a share of
  Series A Junior  Participating  Preferred Stock, $1.00 par value (the "Preferred
  Shares"),  at a price of $55.00,  subject to adjustment (the "Purchase  Price").
  The description and terms of the Rights are set forth in a Rights Agreement (the
  "Rights  Agreement") between the Company and Fleet National Bank as Rights Agent
  (the "Rights Agent"), dated as of July 20, 2000.
  
       Initially,  the Rights will be attached  to all  certificates  representing
  Common  Shares then  outstanding,  and no separate  Right  Certificates  will be
  distributed.  The Rights will  separate from the Common Shares upon the earliest
  to occur of (i) the tenth day after public disclosure that a person or entity (a
  "Person") or group of affiliated or associated  Persons (a "Group") has acquired
  beneficial ownership of 15% or more of the outstanding Common Shares; or (ii) 10
  business  days (or such  later  date as the Board of  Directors  may  determine)
  following the commencement of, or announcement of an intention to make, a tender
  offer or exchange  offer the  consummation  of which would result in a Person or
  Group  becoming an Acquiring  Person (as  hereinafter  defined) (the earliest of
  such  dates  being  called the  "Distribution  Date").  A Person or Group  whose
  acquisition of Common Shares causes a  Distribution  Date pursuant to clause (i)
  above is an  "Acquiring  Person."  The date  that a Person or Group  becomes  an
  Acquiring Person is the "Stock Acquisition Date."
  
       The  Preferred  Shares  purchasable  upon  exercise  of the Rights  will be
  entitled,  when, as and if declared, to receive a minimum preferential quarterly
  dividend  payment of the greater of (i) $1.00 per share and (ii) an amount equal
  to  100  times  the  dividend  declared  per  Common  Share.  In  the  event  of
  liquidation,  dissolution  or  winding  up of the  Company,  the  holders of the
  Preferred  Shares will be entitled to receive a minimum  liquidation  payment of
  the  greater  of (a) $100 per  share  and (b) an  amount  equal to 100 times the
  payment made per Common Share. Each Preferred Share will have 100 votes,  voting
  together with the Common Shares.  In the event of any merger,  consolidation  or
  other  transaction  in which Common Shares are exchanged,  each Preferred  Share
  will be  entitled  to receive  100 times the  amount  and type of  consideration
  received per Common Share.  The rights of the  Preferred  Shares as to dividends
  and liquidation, and in the event of mergers and consolidation, are protected by
  customary anti-dilution provisions. Because of the nature of the Preferred Share
  dividend,  liquidation  and voting  rights,  the value of the one  one-hundredth
  interest in a Preferred  Share  purchasable  upon  exercise of each Right should
  approximate the value of one Common Share.
  
  
  
                                          2
  
  <PAGE>
  
  
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date upon the transfer or new issuance of
  Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
  reference.  Until the Distribution Date (or earlier  redemption or expiration of
  the Rights),  the surrender for transfer of any  certificates  for Common Shares
  outstanding as of the Record Date,  even without such notation or a copy of this
  Summary of Rights being attached  thereto,  will also constitute the transfer of
  the Rights associated with the Common Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common Shares as of the close of business on the  Distribution  Date (and
  to each  initial  record  holder  of  certain  Common  Shares  issued  after the
  Distribution Date), and such separate Right Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of  business  on July 20,  2010,  unless  earlier  redeemed  by the
  Company as described below.
  
       In the event that any person  becomes an Acquiring  Person,  each holder of
  Rights  (other than Rights  that have become null and void as  described  below)
  will thereafter have the right (the "Flip-In  Right") to receive,  upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities of the Company) having a value  (immediately prior to such triggering
  event)  equal to two times the  aggregate  exercise  price of such  Rights.  For
  example,  if a Person became an Acquiring  Person at a time when the current per
  share market price of the Company's  Common Shares is $20 and the Purchase Price
  was $100,  each holder of a Right  (other than a Right which has become null and
  void as described herein) would have the right to receive ten Common Shares upon
  exercise of the Right and payment of the Purchase  Price of $100.  Following the
  occurrence of the event described  above,  all Rights that are or (under certain
  circumstances  specified in the Rights Agreement) were beneficially owned by any
  Acquiring  Person or any affiliate or associate  thereof or certain  transferees
  thereof will be null and void.
  
       The Board,  at its  option,  may at any time  after any  Person  becomes an
  Acquiring Person exchange all or part of the then issued and outstanding  Rights
  (other than those that have become null and void as described  above) for Common
  Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
  Right,  provided no Person is the beneficial  owner of 50% or more of the Common
  Shares at the time of such exchange.
  
       In the event that, at any time  following the Stock  Acquisition  Date, (i)
  the Company is acquired in a merger or other business combination transaction in
  which the holders of all of the outstanding  Common Shares  immediately prior to
  the  consummation of the transaction are not the holders of all of the surviving
  corporation's  voting power,  or (ii) more than 50% of the  Company's  assets or
  earning power is sold or transferred,  then each holder of Rights (except Rights
  which  previously have been voided as discussed above) shall thereafter have the
  right (the "Flip-Over Right") to receive,  upon exercise of such Rights,  common
  shares of the acquiring company (or in
  
  
                                          3
  
  <PAGE>
  
  certain  circumstances,  its  parent)  having  a value  equal to two  times  the
  aggregate  exercise price of the Rights.  The holder of a Right will continue to
  have the Flip-Over Right whether or not such holder  exercises or surrenders the
  Flip-In Right.
  
       The  Purchase  Price  payable,  and the  number of  Common  Shares or other
  securities issuable,  upon exercise of the Rights are subject to adjustment from
  time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
  subdivision,  combination or  reclassification  of, the Common Shares, (ii) upon
  the grant to holders  of the Common  Shares of  certain  rights or  warrants  to
  subscribe for or purchase  Common Shares at a price,  or securities  convertible
  into Common Shares with a conversion  price,  less than the then current  market
  price of the Common  Shares,  or (iii) upon the  distribution  to holders of the
  Common  Shares  of  evidences  of  indebtedness  or  assets  (excluding  regular
  quarterly  cash  dividends) or of  subscription  rights or warrants  (other than
  those referred to above).
  
       With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase  Price.  No  fractional  Common Shares will be issued and, in lieu
  thereof,  an  adjustment  in cash will be made based on the market  price of the
  Common Shares on the last trading day prior to the date of exercise.
  
       At any time  prior to the  earlier  to  occur of (i) a person  becoming  an
  Acquiring  Person or (ii) the  expiration of the Rights,  the Company may redeem
  the  Rights  in  whole,  but not in  part,  at a price of $.01  per  Right  (the
  "Redemption  Price"),  which redemption shall be effective at such time, on such
  basis and with such  conditions  as the Board of Directors  may establish in its
  sole  discretion.  The Company may, at its option,  pay the Redemption  Price in
  Common Shares.
  
       All of the  provisions of the Rights  Agreement may be amended by the Board
  of Directors prior to the Distribution  Date.  After the Distribution  Date, the
  provisions  of the Rights  Agreement may be amended by the Board of Directors in
  order to cure any ambiguity,  defect or inconsistency,  or to make changes which
  do not  adversely  affect the  interests  of holders  of Rights  (excluding  the
  interests of any Acquiring Person).
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive  dividends.  While the distribution of the Rights will not
  be taxable to stockholders of the Company,  stockholders may, depending upon the
  circumstances,  recognize taxable income should the Rights become exercisable or
  upon the occurrence of certain events thereafter.
  
       A copy of the  Rights  Agreement  has been filed  with the  Securities  and
  Exchange  Commission  as an Exhibit to a  Registration  Statement on Form 8-A. A
  copy of the Rights Agreement is available free of charge from the Company.  This
  summary  description  of the  Rights  does not  purport  to be  complete  and is
  qualified  in its  entirety  by  reference  to the  Rights  Agreement,  which is
  incorporated herein by reference.
  
  
                                          4
  
  <PAGE>
  
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
  
            (c)  Exhibits.
  
            4.1  Rights  Agreement,  dated as of July 20,  2000,  between  Celadon
                 Group,  Inc. and Fleet National Bank,  incorporated  by reference
                 from  the  Form  8-A  of  Celadon  Group,  Inc.  filed  with  the
                 Securities and Exchange Commission on July 20, 2000.
  
  
  
                                          5
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
  Celadon  Group,  Inc.  has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
  
                                             CELADON GROUP, INC.
  
  
                                             By:/s/ PAUL A. WILL
                                                --------------------------------
                                                Paul A. Will
                                                Chief Financial Officer
  
  Date: July 18, 2000
  
  
  
                                          6
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 12947}]
metadata_filer: {"company-data": {"conformed-name": "CELADON GROUP INC", "cik": "0000865941", "assigned-sic": "4731", "irs-number": "133361050", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23192", "film-number": "676237"}, "business-address": {"street1": "ONE CELADON DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46236-4207", "phone": "2129774447"}, "mail-address": {"street1": "ONE CELADON DRIVE", "street2": "ONE CELADON DRIVE", "city": "INDIIANAPOLIS", "state": "IN", "zip": "46236"}}
text: 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): June 28, 2000
  
                                 CELADON GROUP, INC.
                        ------------------------------------
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                  0-23192                   13-3361050
           ----------                ---------                  -----------
  (State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
        of incorporation)                                    Identification No.)
  
                   ONE CELADON DRIVE, INDIANAPOLIS, IN 46235-4207
                      (Address of principal executive offices)
  
  Registrant's telephone number, including area code: (317) 972-7000
  ITEM  5.  OTHER EVENTS.
  
       On June 28,  2000,  the Board of  Directors  of Celadon  Group,  Inc.  (the
  "Company")  declared a dividend  distribution  of one preferred  stock  purchase
  right (a "Right") for each outstanding  share of Common Stock,  $.033 par value,
  of the Company (the "Common  Shares"),  payable to the stockholders of record on
  July 20, 2000 (the "Record  Date").  The Board of Directors also  authorized and
  directed  the  issuance of one Right with  respect to each Common  Share  issued
  thereafter  until the  Distribution  Date (as  defined  below)  (or the  earlier
  redemption or expiration of the Rights).
  
       Except  as set  forth  below,  each  Right,  when it  becomes  exercisable,
  entitles  the  registered  holder to purchase  one  one-hundredth  of a share of
  Series A Junior  Participating  Preferred Stock, $1.00 par value (the "Preferred
  Shares"),  at a price of $55.00,  subject to adjustment (the "Purchase  Price").
  The description and terms of the Rights are set forth in a Rights Agreement (the
  "Rights  Agreement") between the Company and Fleet National Bank as Rights Agent
  (the "Rights Agent"), dated as of July 20, 2000.
  
       Initially,  the Rights will be attached  to all  certificates  representing
  Common  Shares then  outstanding,  and no separate  Right  Certificates  will be
  distributed.  The Rights will  separate from the Common Shares upon the earliest
  to occur of (i) the tenth day after public disclosure that a person or entity (a
  "Person") or group of affiliated or associated  Persons (a "Group") has acquired
  beneficial ownership of 15% or more of the outstanding Common Shares; or (ii) 10
  business  days (or such  later  date as the Board of  Directors  may  determine)
  following the commencement of, or announcement of an intention to make, a tender
  offer or exchange  offer the  consummation  of which would result in a Person or
  Group  becoming an Acquiring  Person (as  hereinafter  defined) (the earliest of
  such  dates  being  called the  "Distribution  Date").  A Person or Group  whose
  acquisition of Common Shares causes a  Distribution  Date pursuant to clause (i)
  above is an  "Acquiring  Person."  The date  that a Person or Group  becomes  an
  Acquiring Person is the "Stock Acquisition Date."
  
       The  Preferred  Shares  purchasable  upon  exercise  of the Rights  will be
  entitled,  when, as and if declared, to receive a minimum preferential quarterly
  dividend  payment of the greater of (i) $1.00 per share and (ii) an amount equal
  to  100  times  the  dividend  declared  per  Common  Share.  In  the  event  of
  liquidation,  dissolution  or  winding  up of the  Company,  the  holders of the
  Preferred  Shares will be entitled to receive a minimum  liquidation  payment of
  the  greater  of (a) $100 per  share  and (b) an  amount  equal to 100 times the
  payment made per Common Share. Each Preferred Share will have 100 votes,  voting
  together with the Common Shares.  In the event of any merger,  consolidation  or
  other  transaction  in which Common Shares are exchanged,  each Preferred  Share
  will be  entitled  to receive  100 times the  amount  and type of  consideration
  received per Common Share.  The rights of the  Preferred  Shares as to dividends
  and liquidation, and in the event of mergers and consolidation, are protected by
  customary anti-dilution provisions. Because of the nature of the Preferred Share
  dividend,  liquidation  and voting  rights,  the value of the one  one-hundredth
  interest in a Preferred  Share  purchasable  upon  exercise of each Right should
  approximate the value of one Common Share.
  
                                          2
  The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date upon the transfer or new issuance of
  Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
  reference.  Until the Distribution Date (or earlier  redemption or expiration of
  the Rights),  the surrender for transfer of any  certificates  for Common Shares
  outstanding as of the Record Date,  even without such notation or a copy of this
  Summary of Rights being attached  thereto,  will also constitute the transfer of
  the Rights associated with the Common Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common Shares as of the close of business on the  Distribution  Date (and
  to each  initial  record  holder  of  certain  Common  Shares  issued  after the
  Distribution Date), and such separate Right Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of  business  on July 20,  2010,  unless  earlier  redeemed  by the
  Company as described below.
  
       In the event that any person  becomes an Acquiring  Person,  each holder of
  Rights  (other than Rights  that have become null and void as  described  below)
  will thereafter have the right (the "Flip-In  Right") to receive,  upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities of the Company) having a value  (immediately prior to such triggering
  event)  equal to two times the  aggregate  exercise  price of such  Rights.  For
  example,  if a Person became an Acquiring  Person at a time when the current per
  share market price of the Company's  Common Shares is $20 and the Purchase Price
  was $100,  each holder of a Right  (other than a Right which has become null and
  void as described herein) would have the right to receive ten Common Shares upon
  exercise of the Right and payment of the Purchase  Price of $100.  Following the
  occurrence of the event described  above,  all Rights that are or (under certain
  circumstances  specified in the Rights Agreement) were beneficially owned by any
  Acquiring  Person or any affiliate or associate  thereof or certain  transferees
  thereof will be null and void.
  
       The Board,  at its  option,  may at any time  after any  Person  becomes an
  Acquiring Person exchange all or part of the then issued and outstanding  Rights
  (other than those that have become null and void as described  above) for Common
  Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
  Right,  provided no Person is the beneficial  owner of 50% or more of the Common
  Shares at the time of such exchange.
  
       In the event that, at any time  following the Stock  Acquisition  Date, (i)
  the Company is acquired in a merger or other business combination transaction in
  which the holders of all of the outstanding  Common Shares  immediately prior to
  the  consummation of the transaction are not the holders of all of the surviving
  corporation's  voting power,  or (ii) more than 50% of the  Company's  assets or
  earning power is sold or transferred,  then each holder of Rights (except Rights
  which  previously have been voided as discussed above) shall thereafter have the
  right (the "Flip-Over Right") to receive,  upon exercise of such Rights,  common
  shares of the acquiring company (or in
  
                                          3
  certain  circumstances,  its  parent)  having  a value  equal to two  times  the
  aggregate  exercise price of the Rights.  The holder of a Right will continue to
  have the Flip-Over Right whether or not such holder  exercises or surrenders the
  Flip-In Right.
  
       The  Purchase  Price  payable,  and the  number of  Common  Shares or other
  securities issuable,  upon exercise of the Rights are subject to adjustment from
  time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
  subdivision,  combination or  reclassification  of, the Common Shares, (ii) upon
  the grant to holders  of the Common  Shares of  certain  rights or  warrants  to
  subscribe for or purchase  Common Shares at a price,  or securities  convertible
  into Common Shares with a conversion  price,  less than the then current  market
  price of the Common  Shares,  or (iii) upon the  distribution  to holders of the
  Common  Shares  of  evidences  of  indebtedness  or  assets  (excluding  regular
  quarterly  cash  dividends) or of  subscription  rights or warrants  (other than
  those referred to above).
  
       With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase  Price.  No  fractional  Common Shares will be issued and, in lieu
  thereof,  an  adjustment  in cash will be made based on the market  price of the
  Common Shares on the last trading day prior to the date of exercise.
  
       At any time  prior to the  earlier  to  occur of (i) a person  becoming  an
  Acquiring  Person or (ii) the  expiration of the Rights,  the Company may redeem
  the  Rights  in  whole,  but not in  part,  at a price of $.01  per  Right  (the
  "Redemption  Price"),  which redemption shall be effective at such time, on such
  basis and with such  conditions  as the Board of Directors  may establish in its
  sole  discretion.  The Company may, at its option,  pay the Redemption  Price in
  Common Shares.
  
       All of the  provisions of the Rights  Agreement may be amended by the Board
  of Directors prior to the Distribution  Date.  After the Distribution  Date, the
  provisions  of the Rights  Agreement may be amended by the Board of Directors in
  order to cure any ambiguity,  defect or inconsistency,  or to make changes which
  do not  adversely  affect the  interests  of holders  of Rights  (excluding  the
  interests of any Acquiring Person).
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive  dividends.  While the distribution of the Rights will not
  be taxable to stockholders of the Company,  stockholders may, depending upon the
  circumstances,  recognize taxable income should the Rights become exercisable or
  upon the occurrence of certain events thereafter.
  
       A copy of the  Rights  Agreement  has been filed  with the  Securities  and
  Exchange  Commission  as an Exhibit to a  Registration  Statement on Form 8-A. A
  copy of the Rights Agreement is available free of charge from the Company.  This
  summary  description  of the  Rights  does not  purport  to be  complete  and is
  qualified  in its  entirety  by  reference  to the  Rights  Agreement,  which is
  incorporated herein by reference.
  
                                          4
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
  
            (c)  Exhibits.
  
            4.1  Rights  Agreement,  dated as of July 20,  2000,  between  Celadon
                 Group,  Inc. and Fleet National Bank,  incorporated  by reference
                 from  the  Form  8-A  of  Celadon  Group,  Inc.  filed  with  the
                 Securities and Exchange Commission on July 20, 2000.
  
                                          5
  SIGNATURES
  
       Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
  Celadon  Group,  Inc.  has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                             CELADON GROUP, INC.
  
                                             By:/s/ PAUL A. WILL
                                                --------------------------------
                                                Paul A. Will
                                                Chief Financial Officer
  
  Date: July 18, 2000
  
                                          6