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):
December 11, 2014
__________________________________________________________________
CELADON GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34533
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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
One Celadon Drive, 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Entry into a Material Definitive Agreement.
On Friday, December 12, 2014, Celadon Group, Inc., a Delaware corporation (the "Company"), entered into that certain Amended and Restated Credit Agreement (the "A&R Credit Agreement") with Bank of America, N.A., as Administrative Agent (the "Agent"), Wells Fargo Bank, N.A., and Citizens Bank, N.A., both as lenders, which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company, the Agent, and the other lenders thereto.
The A&R Credit Agreement, among other things, increases the maximum available borrowing limit from $200.0 million to $300.0 million, adds Citizens Bank, N.A as a lender and extends the maturity date from May 14, 2018, to December 12, 2019. Under the A&R Credit Agreement, borrowings bear interest at either the Agent's prime rate or at a base rate equal to LIBOR plus an applicable margin between .825% and 1.45%, which is adjusted quarterly based on the Company's lease-adjusted total debt to EBITDAR ratio.
The A&R 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 A&R Credit Agreement may be accelerated, and the lenders may terminate their commitments. The A&R Credit Agreement contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and total indebtedness.
The foregoing summary of the terms and conditions of the A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Credit Agreement, which will be filed with the Company’s Form 10-Q for the three months ending December 31, 2014.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Company's obligations under the A&R Credit Agreement is incorporated by reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on December 11, 2014. Two proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on October 28, 2014. The final results for the votes regarding each proposal are set forth below.
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1.
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The voting tabulation on the election of directors was as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Stephen Russell
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19,966,171
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589,855
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3,092,607
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Anthony Heyworth
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18,085,278
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2,470,748
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3,092,607
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Catherine Langham
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19,845,440
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710,586
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3,092,607
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Michael Miller
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19,415,172
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1,140,854
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3,092,607
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Paul Will
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20,393,209
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162,817
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3,092,607
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Robert Long
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20,482,294
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73,732
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3,092,607
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2.
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In an advisory, non-binding vote, the stockholders voted as follows on the proposal to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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10,151,607
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10,020,331
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384,088
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3,092,607
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Item 8.01 Other Events.
On December 17, 2014, the Company issue a press release announcing the A&R Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Celadon Group, Inc. press release announcing the Amended and Restated Credit Agreement
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The information contained in this report (Items 8.01 and 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 exhibits 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 second-to-last paragraph of the press release attached as Exhibit 99.1, 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.
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CELADON GROUP, INC.
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Date: December 17, 2014
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By:
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/s/ Bobby Peavler
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Bobby Peavler
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Principal Accounting Officer
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Exhibit 99.1
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9503 East 33rd Street
Indianapolis, IN 46235-4207
(800) CELADON
(317) 972-7000
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| For more information: |
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Joe Weigel
Director of Marketing
(317) 972-7006 Direct
jweigel@celadongroup.com
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December 17, 2014 |
Celadon Group Inc. Extends and Increases Current
Credit Facility to $300 Million
Indianapolis - Celadon Group, Inc. (NYSE:CGI) today announced that it has increased its credit facility to $300 million and reset the term on its five-year, revolving credit facility agented by Bank of America. The facility will continue to be used to provide for ongoing working capital needs and general corporate purposes. Bank of America served as the Sole Lead Arranger in the facility, with Wells Fargo Bank and Citizens Bank as additional lenders. The amended facility matures on December 12, 2019 and currently bears interest at the option of the Company at LIBOR plus 82.5 basis points or the prime rate plus zero basis points.
Paul Will, President and Chief Executive Officer stated, “We believe the increased line continues to demonstrate our financial strength and the solid support of our banking relationship with Bank of America, Wells Fargo Bank and Citizens Bank. We believe the facility allows for growing the business organically and through acquisitions, as well as the capacity to execute our long term financial goals and drive future earnings growth over time.”
Celadon Group Inc. (www.celadongroup.com), through its subsidiaries, provides long-haul, regional, local, dedicated, intermodal, temperature-protect and expedited freight service across the United States, Canada and Mexico. The company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including warehousing and distribution.
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. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our perception of additional capacity due to seating trucks and perceived benefits thereof are inaccurate; the risk that our perception of changes in our customer base and perceived benefits thereto are inaccurate; the risk that managing our tractor fleet age does not result in greater flexibility and lower operating expenses; excess tractor and trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; strikes, work slow downs, or work stoppages at our facilities, or at customer, port, border crossing, or other shipping related facilities; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; increases in insurance premiums and deductible amounts; elevated experience in the frequency or severity of claims relating to accident, cargo, workers' compensation, health, and other matters; fluctuations in claims expenses that result from high self-insured retention amounts and differences between estimates used in establishing and adjusting claims reserves and actual results over time; increases or rapid fluctuations in fuel prices, as well as fluctuations in hedging activities and surcharge collection, the volume and terms of diesel purchase commitment, interest rates, fuel taxes, tolls, and license and registration fees; fluctuations in foreign currency exchange rates; increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment; increases in interest rates or decreased availability of capital or other sources of financing for revenue equipment; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs or decrease efficiency, including revised hours-of-service requirements for drivers and new emissions control regulations; our ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; the timing of, and any rules relating to, the opening of the border to Mexican drivers; challenges associated with doing business internationally; our ability to retain key employees; and the effects of actual or threatened military action or terrorist attacks or responses, including security measures that may impede shipping efficiency, especially at border crossings.
Readers should review and consider these factors along with the various disclosures by the company in its press releases, stockholder reports, and filings with the Securities Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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