<SUBMISSION>
<ACCESSION-NUMBER>0000950137-01-501494
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010331
<FILING-DATE>20010514
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CELADON GROUP INC
<CIK>0000865941
<ASSIGNED-SIC>4213
<IRS-NUMBER>133361050
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-23192
<FILM-NUMBER>1633095
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE CELADON DR
<CITY>INDIANAPOLIS
<STATE>IN
<ZIP>46236-4207
<PHONE>2129774447
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE CELADON DRIVE
<CITY>INDIIANAPOLIS
<STATE>IN
<ZIP>46236-4207
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c62501e10-q.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



         [X]  QUARTERLY REPORT PURSUANT  TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED MARCH 31, 2001

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER: 0-23192


                               CELADON GROUP, INC.
             (Exact name of Registrant as specified in its charter)


             DELAWARE                                     13-3361050
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                   Identification Number)




          ONE CELADON DRIVE
           INDIANAPOLIS, IN                                 46235-4207
(Address of principal executive offices)                    (Zip Code)



       Registrant's telephone number, including area code: (317) 972-7000



Indicate by check mark whether the Registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes   X      No
                      -----       -----

The number of shares outstanding of the Common Stock ($.033 par value) of the
Registrant as of the close of business on April 10, 2001 was 7,539,642.


<PAGE>   2
                               CELADON GROUP, INC.

                                    INDEX TO

                            MARCH 31, 2001 FORM 10-Q





PART I.   FINANCIAL INFORMATION


       Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets as of March 31, 2001
           (unaudited) and June 30, 2000.....................................3

           Condensed Consolidated Statements of Operations (unaudited) -
           For the three and nine month periods ended March 31, 2001
           and 2000..........................................................4

           Condensed Consolidated Statements of Cash Flows (unaudited) -
           For the nine month periods ended March 31, 2001 and 2000..........5

           Notes to Condensed Consolidated Financial Statements .............6

       Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations.........................10

PART II.  OTHER INFORMATION

       Item 6.  Exhibits and Reports on Form 8-K............................15



                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

                               CELADON GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                        MARCH 31,      JUNE 30,
                                                                                          2001           2000
                                                                                        ---------      ---------
                                                                                       (UNAUDITED)
                                      ASSETS
<S>                                                                                     <C>            <C>
Current assets:
     Cash and cash equivalents ....................................................     $     559      $     360
     Trade receivables, net of allowance ..........................................        53,599         53,521
     Accounts receivable - other ..................................................         7,149          8,013
     Prepaid expenses and other current assets ....................................         8,744          8,280
     Tires in service .............................................................         4,578          4,747
     Income tax recoverable .......................................................         1,832          1,639
     Deferred income tax ..........................................................           802            802
                                                                                        ---------      ---------
            Total current assets ..................................................        77,263         77,362
Property and equipment, at cost ...................................................       144,657        150,119
Less accumulated depreciation and amortization ....................................        40,309         37,477
                                                                                        ---------      ---------
            Net property and equipment ............................................       104,348        112,642
Tires in service ..................................................................         2,218          2,569
Goodwill, net of accumulated amortization .........................................        20,072         20,435
Other assets ......................................................................         2,176          2,314
                                                                                        ---------      ---------
     Total assets .................................................................     $ 206,077      $ 215,322
                                                                                        =========      =========

                      LIABILITIES AND  STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable .............................................................     $   6,657      $   5,669
     Accrued expenses .............................................................        26,732         26,819
     Bank borrowings and current maturities of long-term debt .....................         8,250          7,055
     Current maturities of capital lease obligations ..............................        15,603         15,732
                                                                                        ---------      ---------
            Total current liabilities .............................................        57,242         55,275
Long-term debt, net of current maturities .........................................        43,198         49,751
Capital lease obligations, net of current maturities ..............................        42,088         42,908
Deferred income tax ...............................................................         8,862          8,862
Minority interest .................................................................            12            119

Commitments and contingencies .....................................................           ---            ---
Stockholders' equity:
     Preferred stock, $1.00 par value, authorized 179,985 shares, issued and
       outstanding zero shares ....................................................           ---            ---
     Common stock, $.033 par value, authorized 12,000,000 shares;  issued 7,789,764
       and 7,786,430 shares at March 31, 2001 and June 30, 2000, respectively .....           257            257
     Additional paid-in capital ...................................................        59,909         60,113
     Retained earnings ............................................................        (3,329)          (722)
     Accumulated other comprehensive loss .........................................        (1,154)        (1,206)
     Treasury stock, at cost, 250,122 and 3,523 shares at March 31, 2001
       and June 30, 2000, respectively ............................................        (1,008)           (35)
                                                                                        ---------      ---------
     Total stockholders' equity ...................................................        54,675         58,407
                                                                                        ---------      ---------
            Total liabilities and stockholders' equity ............................     $ 206,077      $ 215,322
                                                                                        =========      =========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>   4
                               CELADON GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                          MARCH 31,                         MARCH 31,
                                                          ---------                         ---------
                                                    2001             2000             2001             2000
                                                    ----             ----             ----             ----
<S>                                              <C>              <C>              <C>              <C>
Operating revenue ............................   $  88,234        $  90,493        $ 263,709        $ 259,770
                                                 ---------        ---------        ---------        ---------
Operating expenses:
     Salaries, wages and employee benefits ...      24,291           24,548           71,070           71,264
     Fuel ....................................       9,652           10,304           30,044           26,930
     Operating costs and supplies ............       6,651            6,719           19,593           19,316
     Insurance and claims ....................       2,828            2,811            7,231            7,170
     Depreciation and amortization ...........       3,925            3,912           11,464           10,599
     Rent and purchased transportation .......      34,016           34,827          101,909           97,501
     Cost of goods sold ......................         716              ---            1,971              ---
     Professional and consulting fees ........       1,284              425            2,326            1,215
     Communications and utilities ............         994            1,064            2,976            3,351
     Permits, licenses and  taxes ............       1,659            1,666            4,785            4,576
     General, administrative and selling .....       2,374            2,943            7,453            8,261
                                                 ---------        ---------        ---------        ---------
         Total operating expenses ............      88,390           89,219          260,822          250,183
                                                 ---------        ---------        ---------        ---------

Operating income (loss) ......................        (156)           1,274            2,887            9,587

Other (income) expense:
     Interest income .........................         (39)              (9)            (114)             (66)
     Interest expense ........................       2,425            2,461            7,422            6,685
     Other (income) expense, net .............        (128)              57             (230)             207
     Minority interest in subsidiary .........         ---              (91)            (344)             (91)
     Loss on disposition of equipment ........         ---              ---              ---            3,266
                                                 ---------        ---------        ---------        ---------
     Loss before income taxes ................      (2,414)          (1,144)          (3,847)            (414)
     Benefit for income taxes ................        (832)            (433)          (1,240)            (168)
                                                 ---------        ---------        ---------        ---------
       Net loss ..............................   $  (1,582)       $    (711)       $  (2,607)       $    (246)
                                                 =========        =========        =========        =========
Loss per Common Share:
     Diluted Loss Per Share ..................   $   (0.21)       $   (0.09)       $   (0.34)       $   (0.03)
     Basic Loss Per Share ....................   $   (0.21)       $   (0.09)       $   (0.34)       $   (0.03)
Average Shares Outstanding:
     Diluted .................................       7,542            7,777            7,685            7,775
     Basic ...................................       7,542            7,777            7,685            7,775
</TABLE>



                                       4
<PAGE>   5
                               CELADON GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    FOR THE NINE MONTHS ENDED
                                                                             MARCH 31,
                                                                             ---------
                                                                       2001            2000
                                                                     --------        --------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
    Net loss .................................................       $ (2,607)       $   (246)
    Adjustments to reconcile net loss to net cash provided
      by operating activities:
      Depreciation and amortization ..........................         11,464          10,599
      Loss on disposition of equipment .......................            ---           3,266
      Non-cash member and vendor development costs ...........            389             ---
      Minority interest ......................................           (344)            (91)
      Provision for deferred income taxes ....................            ---          (1,434)
      Provision for doubtful accounts ........................            652             455
      Changes in assets and liabilities:
         Trade receivables ...................................         (1,530)         (7,293)
         Accounts receivable -- other ........................            864          (2,734)
         Income tax recoverable ..............................           (193)             67
         Tires in service ....................................            520            (519)
         Prepaid expenses and other current assets ...........           (464)         (1,571)
         Other assets ........................................           (137)            329
         Accounts payable and accrued expenses ...............            901             (78)
         Income taxes payable ................................            ---           1,203
                                                                     --------        --------
         Net cash  provided  by operating activities .........          9,515           2,044

Cash flows from investing activities:
      Purchase of property and equipment .....................         (4,398)         (9,222)
      Proceeds on sale of property and equipment .............         13,990          11,497
      Purchase of business, net of cash ......................            ---         (24,921)
                                                                     --------        --------
         Net cash provided by (used for) investing activities.          9,592         (22,646)
                                                                     --------        --------
Cash flows from financing activities:
      Proceeds from issuances of common stock ................            ---             277
      Proceeds from issuances of common stock in subsidiary ..            ---             696
      Purchase of common stock held in treasury ..............           (997)            ---
      Proceeds from bank borrowings and debt .................          7,653          38,604
      Payments of bank borrowings and debt ...................         (8,594)         (9,300)
      Principal payments under capital lease obligations .....        (16,970)         (9,508)
                                                                     --------        --------
         Net cash provided by (used for) financing activities         (18,908)         20,769
                                                                     --------        --------
    Decrease in cash and cash equivalents ....................            199             167
    Cash and cash equivalents at beginning of year ...........            360             695
                                                                     --------        --------
    Cash and cash equivalents at end of period ...............       $    559        $    862
                                                                     ========        ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>   6
                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)




(1)      BASIS OF PRESENTATION

                  The accompanying unaudited condensed consolidated financial
         statements have been prepared in accordance with generally accepted
         accounting principles for interim financial reporting and the general
         instructions to Form 10-Q of Regulation S-X and includes the results of
         Celadon Group, Inc. and its majority owned subsidiaries. Accordingly,
         they do not include certain information and note disclosures required
         by generally accepted accounting principles for annual financial
         reporting and should be read in conjunction with the consolidated
         financial statements and notes thereto of Celadon Group, Inc. (the
         "Company") as of and for each of the three years in the period ended
         June 30, 2000.

                  The unaudited interim financial statements reflect all
         adjustments (all of a normal recurring nature) which management
         considers necessary for a fair presentation of the financial condition
         and results of operations for these periods. The results of operations
         for the interim period are not necessarily indicative of the results
         that may be reported for the full year.

                  The preparation of the financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the amounts reported in the
         financial statements and accompanying notes. Actual results could
         differ from those estimates.

         (2)      SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS

                  The Company operates in two segments, transportation and
         e-commerce. The Company generates revenue, in the transportation
         segment, providing truckload hauling services through its subsidiaries,
         Celadon Trucking Services, Inc., ("CTSI"), Servicios de Transportacion
         Jaguar, S.A. de C.V., ("Jaguar"), Gerth Transport Ltd. ("Gerth"), Zipp
         Express, Inc., ("Zipp") and Cheetah Transportation, Inc., ("Cheetah").
         The Company began providing certain services over the internet through
         its e-commerce subsidiary TruckersB2B, Inc., ("TruckersB2B"), in the
         last half of fiscal year 2000. The e-commerce segment generates revenue
         by providing discounted fuel, tires, and other products and services to
         small and medium-sized trucking companies. The Company evaluates its
         operating segments on operating results. The e-commerce segment began
         in February 2000, thus there are only two months of reportable
         information for this segment for fiscal year 2000 comparison.



                                       6
<PAGE>   7
                               CELADON GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                   FOR THE THREE MONTHS ENDED                   FOR THE NINE MONTHS ENDED
                                                        MARCH 31, 2001                               MARCH 31, 2001
                                                        --------------                               --------------
                                                    (DOLLARS IN THOUSANDS)                       (DOLLARS IN THOUSANDS)
                                            TRANSPORTATION    E-COMMERCE        TOTAL    TRANSPORTATION   E-COMMERCE        TOTAL
                                            --------------    ----------        -----    --------------   ----------        -----
<S>                                            <C>            <C>            <C>            <C>            <C>            <C>
Revenue from external customers ..........     $  87,202      $   1,032      $  88,234      $ 260,536      $   3,173      $ 263,709
Operating income (loss) ..................           890         (1,046)          (156)         5,274         (2,387)         2,887
Interest revenue .........................           (39)           ---            (39)          (114)           ---           (114)
Interest expense .........................         2,400             25          2,425          7,306            116          7,422

Other income .............................          (128)           ---           (128)          (230)          (344)          (574)
Loss before income taxes .................        (1,343)        (1,071)        (2,414)        (1,688)        (2,159)        (3,847)

<CAPTION>
                                                   FOR THE THREE MONTHS ENDED                   FOR THE NINE MONTHS ENDED
                                                        MARCH 31, 2000                               MARCH 31, 2000
                                                        --------------                               --------------
                                                    (DOLLARS IN THOUSANDS)                       (DOLLARS IN THOUSANDS)
                                            TRANSPORTATION    E-COMMERCE        TOTAL    TRANSPORTATION   E-COMMERCE        TOTAL
                                            --------------    ----------        -----    --------------   ----------        -----
<S>                                            <C>            <C>            <C>            <C>            <C>            <C>
Revenue from external customers ...........    $  90,493      $     ---      $  90,493      $ 259,770      $     ---      $ 259,770
Operating income (loss) ...................        1,977           (703)         1,274         10,290           (703)         9,587
Interest revenue ..........................           (9)           ---             (9)           ---            ---            (66)
Interest expense ..........................        2,461            ---          2,461          6,685            ---          6,685

Other (income) expense ....................           57            (91)           (34)           207            (91)           116
Loss on disposition of equipment ..........          ---            ---            ---          3,266            ---          3,266
Income (loss) before income taxes .........         (532)          (612)        (1,144)           198           (612)          (414)
</TABLE>


         Information as to the Company's operations by geographic area is
summarized below:

<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS ENDED          FOR THE NINE MONTHS ENDED
                                                        MARCH 31, 2001                      MARCH 31, 2001
                                                        --------------                      --------------
                                                    (DOLLARS IN THOUSANDS)              (DOLLARS IN THOUSANDS)
                                                     2001             2000              2001            2000
                                                     ----             ----              ----            ----
         <S>                                       <C>              <C>               <C>             <C>
         Operating revenue:
              United States...............         $70,786          $71,314           $210,269        $207,201
              Canada......................          12,623           13,900             38,971          40,279
              Mexico......................           4,825            5,279             14,469          12,290
                                                   -------          -------           --------        --------
                  Total ..................         $88,234          $90,493           $263,709        $259,770
                                                   =======          =======           ========        ========
</TABLE>

         The Company's largest customer is DaimlerChrysler, which accounted for
approximately 20% and 25% of the Company's total truckload revenue for the three
months ended March 31, 2001 and 2000, respectively. The Company transports
DaimlerChrysler original equipment automotive parts primarily between the United
States and Mexico and DaimlerChrysler after-market replacement parts and
accessories within the United States. The Company has two agreements with
DaimlerChrysler: (a) an agreement with the Chrysler division which expires in
October 2003, and (b) an international contract with the Freightliner division,
which expires in July 2001. The Chrysler division agreement accounted for
approximately 19% and 23% of the Company's total truckload revenue for the three
months ended March 31, 2001 and 2000, respectively. The Freightliner division
contract accounted for approximately 1% and 2% of the Company's total truckload
revenue for the three months ended March 31, 2001 and 2000, respectively. No
other customer accounted for more than 5% of the Company's total revenue during
any of its two most recent fiscal years.



                                       7
<PAGE>   8
                               CELADON GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


(3)      INCOME TAXES

         Effective income tax benefits for the nine months ended March 31, 2001
and 2000 were 32.2% and 40.6%, respectively. The reduced effective tax benefit
for fiscal 2001 is primarily related to permanent tax differences and Mexican
taxes being based on assets in lieu of income.

(4)      COMPREHENSIVE LOSS

         Total comprehensive loss was $(1.5) million and $(0.7) million for the
three months ended March 31, 2001 and 2000, respectively. Total comprehensive
loss was $(2.6) million and $(0.3) million for the nine months ended March 31,
2001 and 2000, respectively. The difference between the total comprehensive loss
and net loss relates to the effect of foreign currency translation adjustments.

(5)      CONTINGENCIES AND HEDGING ACTIVITIES

         There are various claims, lawsuits and pending actions against the
Company and its subsidiaries in the normal course of the operations of its
business. The Company believes many of these proceedings are covered in whole or
in part by insurance and that none of these matters will have a material adverse
effect on its consolidated financial position or results of operations when
settled.

         The Company is a defendant in a lawsuit filed by Reliance National
Indemnity Company ("Reliance") relating to two trucker's liability insurance
policies. The Company disagrees with Reliance and intends to vigorously defend
this lawsuit. Discovery has been commenced and the case which was originally
filed in New Jersey has been transferred to Federal Court in Indianapolis,
Indiana. While there can be no certainty as to the outcome, the Company believes
that the ultimate resolution of this matter will not have a material adverse
effect on its consolidated financial position or results of operations when
settled .

         In June 1998, the Financial Accounting Standards Board issued
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities,
and its amendments Statements 137 and 138, in June 1999 and June 2000,
respectively. The statement requires the Company to recognize all derivatives on
the balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. If the derivative is a hedge, depending
on the nature of the hedge, changes in the fair value of derivatives are offset
against the change in fair value of assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The adoption of Statement No. 133 on July 1,
2000 resulted in no cumulative effect adjustment in the statement of operations
or other comprehensive income, as the Company had no derivatives outstanding on
that date. Since October 1, 2000, the Company has entered into various
derivative contracts to hedge fuel costs through June 2001. These contracts have
been recorded at fair value on the balance sheet with the offset being
recognized in the statement of operations. In connection with these activities,
the Company recognized earnings of approximately $205 thousand for the quarter
ended March 31, 2001 and $405 thousand for the nine months ended March 31, 2001.



                                       8
<PAGE>   9
                               CELADON GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)



(6)      EARNINGS PER SHARE

         The following is a reconciliation of the numerators and demoninators
used in computing earnings per share (in thousands except for per share
amounts):


<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS ENDED         FOR THE NINE MONTHS ENDED
                                                                         MARCH 31                            MARCH 31
                                                                         --------                            --------
                                                                   2001             2000              2001              2000
                                                                   ----             ----              ----              ----
<S>                                                            <C>               <C>               <C>               <C>
Loss available to common shareholders ...................      $    (1,582)      $      (711)      $    (2,607)      $      (246)
                                                               ===========       ===========       ===========       ===========
Basic loss per share:
     Weighted - average number of common
       shares outstanding ...............................        7,541,909         7,777,390         7,685,100         7,775,301

     Basic loss per share ...............................      $     (0.21)      $     (0.09)      $     (0.34)      $     (0.03)
                                                               ===========       ===========       ===========       ===========
Diluted loss per share:
     Weighted - average number of common
       shares outstanding ...............................        7,541,909         7,777,390         7,685,100         7,775,301
     Effect of stock options and other incremental shares              ---               ---               ---               ---
                                                               -----------       -----------       -----------       -----------
     Weighted - average number of common shares
       outstanding-diluted ..............................        7,541,909         7,777,390         7,685,100         7,775,301
                                                               ===========       ===========       ===========       ===========

Diluted loss per share ..................................      $     (0.21)      $     (0.09)      $     (0.34)      $     (0.03)
                                                               ===========       ===========       ===========       ===========
</TABLE>


     Diluted loss per share for the three months ended March 31, 2001 and 2000
does not include the anti-dilutive effect of 36 thousand and 175 thousand stock
options and other incremental shares, respectively.

     Diluted loss per share for the nine months ended March 31, 2001 and 2000
does not include the anti-dilutive effect of 50 thousand and 65 thousand stock
options and other incremental shares, respectively.

(7)       MORTGAGE DEBT

          In December 2000, the Company converted mortgage debt on 67 tractors
to operating leases. The Company reduced debt by $5.3 million and net revenue
equipment by $5.2 million in order to receive a more favorable interest rate on
the financing of nearly 2% per annum. The income statement effect of this
transaction was not material.


                                       9
<PAGE>   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


FORWARD-LOOKING STATEMENTS

         This Report on Form 10-Q contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
comments are based upon information currently available to management and
management's perception thereof as of the date of this report being filed.
Actual results of the Company's operations could materially differ from those
forward looking statements. Such differences could be caused by a number of
factors including, but not limited to, potential adverse affects of regulation
and litigation; changes in competition and the effects of such changes;
increased competition; changes in fuel prices; changes in economic, political or
regulatory environments; changes in the availability of a stable labor force;
ability of the Company to hire drivers meeting Company standards; changes in
management strategies; environmental or tax matters; and risks described from
time to time in reports filed by the Company with the Securities and Exchange
Commission. Readers should take these factors into account in evaluating any
such forward looking statements.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2000

         Revenue. Consolidated revenue decreased by $2.3 million, or 2.5% to
$88.2 million for fiscal 2001 from $90.5 million for fiscal 2000. Decreased
revenue was related to a decrease in demand, primarily relating to the
automotive sector. In addition, revenue increased related to the Zipp Logistics
dedicated warehousing operations for Cummins and Navistar. The number of
tractors operated by the Company, including 976 owner-operated tractors,
increased to 2,625 at March 31, 2001, compared to 2,501 including 941
owner-operated tractors, at March 31, 2000.

         Revenue includes $1.0 million in fiscal 2001 from TruckersB2B. The
TruckersB2B revenue for the March 2001 quarter represents over $38 million in
purchases made by its member companies through the TruckersB2B network.
TruckersB2B now has over 300,000 member trucks enrolled and these member trucks
were represented by more than 9,000 separate companies in the U.S. and Canada.

         Operating Income. Consolidated operating income decreased by $1.5
million, or 115%, to a loss of $(0.2) million in fiscal 2001 from $1.3 million
in fiscal 2000. The decrease in operating income was a result of reduced
truckload revenue, rent and purchased transportation, and the write-off of
prepaid IPO costs related to TruckersB2B. The Company's operating ratio, which
expresses operating expenses as a percentage of operating revenue, excluding
TruckersB2B, increased from 97.8% in fiscal 2000 to 99.1% in fiscal 2001.



                                       10
<PAGE>   11

         In the March 2001 quarter, TruckersB2B recorded a $1.0 million
operating loss primarily related to expensing IPO costs of approximately $800
thousand.

         Purchased transportation expenses increased due to increased logistics
expense in relation to revenue for this type of transportation business.

         In addition, trailer costs have increased approximately $450 thousand
related to replacing 48 foot trailers with 53 foot trailers. The Company added
approximately 900 operating lease and short-term rental trailers in its fleet
since the March 2000 quarter. The Company has also sold or terminated short-term
leases on approximately 700 48-foot trailers since March 2000. A portion of the
trailer cost increases are offset by a reduction in depreciation expense of
owned trailers which were sold.

         Net Interest Expense. Net interest expense decreased by $0.1 million,
or 4%, to $2.4 million in fiscal 2001 from $2.5 million in fiscal 2000. The
decrease was the result of a decrease in interest rates under the Company's
credit facilities and a reduction of capital lease obligation.

         Income Taxes. Benefit for income taxes was $0.8 million in fiscal 2001
as compared to a benefit of $0.4 million in fiscal 2000. The Company's effective
tax rate was 34.5% in fiscal 2001 and 37.8% in fiscal 2000. The reduced tax rate
for fiscal 2001 is primarily related to permanent tax differences and Mexican
taxes being based on assets in lieu of income.

NINE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THE NINE MONTHS ENDED MARCH 31,
2000

         Revenue. Consolidated revenue increased by $3.9 million, or 1.5%, to
$263.7 million for fiscal 2001 from $259.8 million for fiscal 2000. Higher
revenue was related to an increase in rate per mile, primarily relating to fuel
surcharges. In addition, revenue increased related to the Zipp Logistics
dedicated warehousing operations for Cummins and Navistar and billings to
customers for the Mexican portion of transportation. These increases were offset
by a reduction in dispatch miles related to the demand of the automotive sector.
The number of tractors operated by the Company, including 976 owner-operated
tractors, increased to 2,625 at March 31, 2001, compared to 2,501, including 941
owner-operated tractors, at March 31, 2000.

         Revenue includes $3.2 million in fiscal 2001 from TruckersB2B. The
TruckersB2B revenue for the nine months ended March 2001 represents over $84
million in purchases made by its member companies through the TruckersB2B
network. TruckersB2B now has over 300,000 member trucks enrolled compared to
158,000 at June 30, 2000. At March 31, 2001, these member trucks were
represented by more than 9,000 separate companies in the U.S. and Canada
compared with more than 3,600 at June 30, 2000.



                                       11
<PAGE>   12


         Operating Income. Consolidated operating income decreased by $6.7
million, or 69.8%, to $2.9 million in fiscal 2001 from $9.6 million in fiscal
2000. The decrease in operating income was a result of reduced truckload
revenue, increases in fuel costs, rent and purchased transportation, and
TruckersB2B operating expenses. The Company's operating ratio, which expresses
operating expenses as a percentage of operating revenue increased from 96.0% in
fiscal 2000 to 98.2% in fiscal 2001, excluding TruckersB2B.

         In fiscal 2001, TruckersB2B recorded a $2.4 million operating loss
primarily related to recognition of approximately $800 thousand of IPO expenses.
TruckersB2B also recorded $389 thousand of non-cash member and vendor
development expense related to issuing shares of TruckersB2B common stock at
fair value to a strategic partner. The non-cash member and vendor development
costs were offset by an increase in minority interest.

         In the truckload segment, the most significant cost increase was fuel
expense. In fiscal 2001, fuel costs increases net of customer surcharges
resulted in additional expense of approximately $1.6 million (pre-tax) or
approximately $0.13 per share compared to prior year. Fuel costs rose at the
pump approximately 27% and the Company instituted a fuel reimbursement to the
owner-operators which increased expenses. This fuel reimbursement to the
owner-operator is included in the net fuel cost increase described above. These
increases were partially offset by fuel surcharges to our customers. In a market
of escalating fuel prices, fuel surcharges lag fuel cost increases. The Company
does not recover additional fuel expense related to deadhead mileage or idle
time from customers in the form of fuel surcharges.

         Purchased transportation expenses increased due to increased logistics
expense and Mexico purchased transportation. Expenses for logistics and Mexico
purchased transportation increased in relation to revenue for these types of
transportation businesses.

         In addition, trailer costs have increased approximately $1.6 million
related to replacing 48-foot trailers with 53-foot trailers. The Company added
approximately 900 operating lease and short-term rental trailers in its fleet
since the March 2000 quarter. The Company has sold or terminated short-term
leases on approximately 700 48-foot capital lease or owned trailers since March
2000. A portion of the trailer cost increases are offset by a reduction in
depreciation expense of $0.6 million relating to the owned equipment which was
sold.

         Net Interest Expense. Net interest expense increased by $0.7 million,
or 10%, to $7.3 million in fiscal 2001 from $6.6 million in fiscal 2000. The
increase was primarily the result of an increase in borrowings and an increase
in interest rates under the Company's credit facilities through the first six
months of the fiscal year.

         Income Taxes. Benefit for income taxes was $1.2 million in fiscal 2001
as compared to a benefit of $0.2 million in fiscal 2000. The Company's effective
tax rate was 32.2% in fiscal 2001 and 40.6% in fiscal 2000. The reduced tax rate
for fiscal 2001 is primarily related to permanent tax differences and Mexican
taxes being based on assets in lieu of income.



                                       12
<PAGE>   13


LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary capital requirements in fiscal 2001 will be for
the acquisition of revenue equipment and computer hardware and software. The
Company finances its capital requirements from cash provided by operating
activities, proceeds from the sale of revenue equipment, lease financing, and
the Company's credit agreement.

         Net cash provided by operating activities increased to $9.5 million for
fiscal 2001 from $2.0 million in fiscal 2000. The increase is attributable to an
increase in depreciation and amortization offset by a decrease in accounts
receivable other, pertaining to collection on equipment sales. In addition, in
fiscal year 2000, there were large increases in trade receivables and prepaid
expenses relating to the Zipp acquisition.

         Net cash provided by investing activities increased to $9.6 million for
fiscal 2001 compared to $22.6 million used for investing activities in fiscal
2000. The increase is related to $24.9 million used to purchase Zipp in fiscal
2000 and an increase in proceeds from the sale of revenue equipment in fiscal
2001.

         As of March 31, 2001, the Company had on order revenue equipment
representing an aggregate capital commitment of approximately $1.2 million.
Management believes that there are presently adequate sources of secured
equipment financing together with its existing credit facilities and cash flows
from operations to support the Company's anticipated acquisitions.

         Net cash used for financing activities amounted to $18.9 million in
fiscal 2001 compared to $20.8 million provided by financing activities in fiscal
2000. In fiscal 2000, the Company received additional proceeds from bank
borrowings for the purchase of Zipp, whereas, in fiscal 2001 additional cash was
used to pay off capital lease tracs.

         In August 1999, the Company completed a $60 million banking facility
("credit agreement") with ING (U.S.) Capital LLC. The arrangement includes a $30
million revolving loan and a $30 million term loan. In November 1999, the
Company's credit agreement was increased by $5 million to $65 million. Interest
is based, at the Company's option, upon either the bank's base rate plus a
margin ranging from .5% to 2.0% or the London Interbank Offered Rate plus a
margin ranging from 1.5% to 3.0% depending upon performance by the Company.

          Standby letters of credit, not reflected in the accompanying
consolidated financial statements, aggregated approximately $1.3 million at
March 31, 2001.

          At March 31, 2001, the Company had an aggregate of $57.7 million in
capital lease financing at interest rates ranging from 5.3% to 8.0%, maturing at
various dates through 2005. Of this amount, $15.6 million is due prior to March
31, 2002. The Company has historically met its capital investment requirements
with a combination of internally generated funds, bank financing, equipment
lease financing (both capitalized and operating) and the issuance of common
stock.

          In December 2000, the Company converted mortgage debt on 67 tractors
to operating leases. The Company reduced debt by $5.3 million and net revenue
equipment by $5.2 million in order to receive a more favorable interest rate on
the financing of nearly 2% per annum. The income statement effect of this
transaction was not material.



                                       13
<PAGE>   14

SEASONALITY

          To date, the Company's revenues have not shown any significant
seasonal pattern. However, because the Company's primary traffic lane is between
the Midwest United States and Mexico, winter may have an unfavorable impact upon
the Company's results of operations. Also, many manufacturers close or curtail
their operations during holiday periods, and observe vacation shutdowns, which
may impact the Company's operations in any particular period.

INFLATION

          Many of the Company's operating expenses, including fuel costs and
related fuel taxes, are sensitive to the effects of inflation, which could
result in higher operating costs. The effects of inflation on the Company's
business during fiscal 2001 and 2000 generally were not significant.













                                       14
<PAGE>   15
                           PART II - OTHER INFORMATION




ITEM 6.  EXHIBITS AND REPORTS ON  FORM 8-K

   (a)   Exhibits

         Exhibit 10.26      Fifth Amendment Credit Agreement dated February 14,
         2001 between the Company and Celadon Trucking Services, Inc. and ING
         (U.S.) Capital LLC.


   (b)   No Form 8-K was filed during the quarter ended March 31, 2001.
















                                       15
<PAGE>   16
                                   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, thereunto duly authorized.


                                                  CELADON GROUP, INC.
                                                     (Registrant)

                                                  /s/ Stephen Russell
                                                  -------------------
                                                    Stephen Russell
                                                Chief Executive Officer


                                                    /s/Paul A. Will
                                                    ---------------
                                                     Paul A. Will
                                                Chief Financial Officer



Date:    May 14, 2001








                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>2
<FILENAME>c62501ex10-26.txt
<DESCRIPTION>FIFTH AMENDMENT CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.26




                 FIFTH AMENDMENT, WAIVER AND OVERRIDE AGREEMENT

          FIFTH AMENDMENT, WAIVER AND OVERRIDE AGREEMENT, dated as of February
14, 2001 (this "Amendment"), to the Credit Agreement, dated as of August 11,
1999 (as amended, supplemented or otherwise modified prior to the date hereof,
the "Existing Credit Agreement"; as modified hereby and as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among CELADON GROUP, INC., a Delaware corporation ("Group") and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation ("Trucking"; together with Group, each
a "Borrower", collectively, the "Borrowers") the banks and other financial
institutions parties thereto (the "Lenders"), and ING (U.S.) CAPITAL LLC, as
administrative agent (the "Administrative Agent") and arranger for the Lenders.

                                    RECITALS

          The Borrowers have requested that the Administrative Agent and the
Lenders agree to amend, waive and override certain provisions of the Credit
Agreement as set forth in this Amendment. The Administrative Agent and the
Lenders parties hereto are willing to agree to such amendments, waivers and
override provisions, but only on the terms and subject to the conditions set
forth herein.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers, the Administrative Agent and the Lenders hereby
agree as follows:

          1. Defined Terms. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined.

          2. Amendments. Section 1.1 of the Existing Credit Agreement is hereby
amended by deleting the following definitions and substituting in lieu thereof
the following new definitions, to read in their entirety as follows:

          "Applicable Margin": (a) for any Term Loan or any Revolving Credit
Loan of any Type, during the period commencing on the Closing Date and ending on
the date on which the Administrative Agent receives the financial statements of
Group for the fiscal quarter ending September 30, 1999 in accordance with
Section 8.1(b), the rate per annum set forth under the relevant column heading
below:


<PAGE>   2


          -------------------------------------------------
                Base Rate Loans        Eurodollar Loans
          -------------------------------------------------
                    1.00%                   2.00%
          -------------------------------------------------

          (b) for any Term Loan or Revolving Credit Loan of any Type at any time
following the date on which the Administrative Agent receives the financial
statements of Group for the fiscal quarter ending September 30, 1999 in
accordance with Section 8.1(b) on which the Leverage Ratio, as most recently
determined as of the date the certificate containing such Leverage Ratio is
delivered pursuant to Section 8.2(b), is within any of the ranges set forth
below, the rate per annum set forth under the relevant column heading opposite
the applicable range below; provided, that any changes in such rate shall be
effective as of the date which is five (5) days following the date on which the
certificate containing such Leverage Ratio is delivered:


<PAGE>   3


          -------------------------------------------------------------------
               Leverage Ratio         Base Rate Loans      Eurodollar Loans
          -------------------------------------------------------------------
             Greater than 4.50            2.00%                 3.00%
          -------------------------------------------------------------------
           Less than or equal to          1.75%                 2.75%
           4.50 but greater
              than 4.25
          -------------------------------------------------------------------
           Less than or equal to          1.50%                 2.50%
           4.25 but greater
              than 4.0
          -------------------------------------------------------------------
           Less than or equal to          1.25%                 2.25%
           4.0 but greater
              than 3.5
          -------------------------------------------------------------------
           Less than or equal to          1.00%                 2.00%
           3.5 but greater
              than 3.0
          -------------------------------------------------------------------
           Less than or equal to          0.75%                 1.75%
           3.0 but greater
              than 2.5
          -------------------------------------------------------------------
           Less than or equal             0.50%                 1.50%
               to 2.5
          -------------------------------------------------------------------

provided, that in the event that the certificate containing the determination of
the Leverage Ratio is not delivered by the date specified and otherwise in
accordance with to Section 8.2(b) hereof, the applicable margin shall be the
highest rate per annum for such Type of Loan set forth above from the date on
which such certificate was required to be delivered in accordance with Section
8.2(b) until such time as such certificate is delivered to the Lenders; and
provided further, that in calculating the Leverage Ratio for the purposes of
determining the Applicable Margin, the financial performance of TruckersB2B.com,
Inc. shall be included.

          "Borrowing Base": at any time, the sum of (a) 85% (or such other
percentage as the Administrative Agent or the Required Lenders shall determine
in accordance with Section 8.9) of the then Eligible Domestic Accounts, (b) 65%
(or such other percentage as the Administrative Agent or the Required Lenders
shall determine in accordance with Section 8.9) of Eligible Mexican Accounts,
(c) 80% (or such other percentage as the Administrative Agent or the Required
Lenders shall determine in accordance with Section 8.9) of Eligible Canadian
Accounts; provided, that in no event shall the collateral value of Eligible
Canadian Accounts included in the Borrowing Base at any time exceed $6,000,000,
and (d) the following percentages (or such other percentages as the
Administrative Agent or the Required Lenders shall determine in accordance with
Section 8.9) of the net book value of all Eligible Tires for the following
periods: (i) through December 31, 2000, 90%; through January 31, 2001, 70%;


<PAGE>   4

through February 28, 2001, 60%; through March 31, 2001, 50%; through April 30,
2001, 40%; through May 31, 2001, 30%; through June 30, 2001, 20%; through July
31, 2001, 10%, and thereafter, 0%. The Borrowing Base in effect at any time
shall be the Borrowing Base as shown on the Borrowing Base Certificate most
recently delivered by the Borrowers pursuant to this Agreement; provided,
however, that if the Borrowers shall fail to deliver a Borrowing Base
Certificate when required pursuant to Section 8.2(c), the Borrowers shall not be
permitted to make any new borrowings hereunder until such Borrowing Base
Certificate is delivered and, from and after the date which is five (5) days
following the date on which such Borrowing Base Certificate was required to be
delivered pursuant to 8.2(c), the Borrowing Base in effect shall be zero until
such Borrowing Base Certificate is delivered.

          3. Waivers. Each of the Administrative Agent and the Lenders hereby
waive any Default or Events of Default resulting from the Borrowers' failure to
comply with Section 9.1(b) (Interest Coverage) and Section 9.1(c) (Minimum Fixed
Charge Coverage) of the Existing Credit Agreement for the period of four fiscal
quarters ended December 31, 2000.

          4. Override Provisions.

     (a)  Notwithstanding the provisions of Section 5.5 of the Existing Credit
Agreement, (i) in the event that the Borrowers effectuate a refinancing of the
property located at 15200 South State Road 11, Jonesville, Indiana, the first
$1.5 million of net proceeds of such refinancing shall be applied to prepay
installments of principal of the Terms Loans in inverse order of maturity, and
the balance of such net proceeds shall be applied to repay Revolving Credit
Loans, and (ii) in the event that the Borrowers effectuate a sale of Cheetah
Transportation Co. and/or Cheetah Brokerage Co., the first $3.5 million of net
proceeds of such sale shall be applied to prepay installments of principal of
the Terms Loans in inverse order of maturity, and the balance of such net
proceeds shall be applied to repay Revolving Credit Loans.

     (b)  Notwithstanding the provisions of Sections 9.5, 9.9 and 9.11 the
Credit Agreement, in the event that TruckersB2B.Com, Inc. does not have
Consolidated EBITDA of at least $1.00 for the month ended May 31, 2001 or for
any month thereafter, none of Group, any Borrower or any Subsidiary of any
Borrower may thereafter make any loans or advances to, or merger with or into,
or enter into any other transaction with, TruckersB2B.Com, Inc. Beginning with
the month ending February 28, 2001, Group shall provide to the Lenders, as soon
as available but in any event not later than fifteen days after the end of each
calendar month, the unaudited statement of income of TruckersB2B.Com, Inc. for
such month, certified by a Responsible Officer as being fairly stated in all
material respects (subject to normal year-end audit adjustments), together with
a certificate of a Responsible Officer certifying as to Consolidated EBITDA of
TruckersB2B.Com, Inc. for such month and showing in detail the calculations
supporting such certification.

          5. Condition Precedent. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the following conditions
precedent shall have been satisfied:


<PAGE>   5

               (a) receipt by the Administrative Agent of this Amendment,
          executed and delivered by duly authorized officers of the Required
          Lenders and the Borrowers and acknowledged by each of the Guarantors;
          and

               (b) receipt by the Administrative Agent of this or any other
          documents relating hereto that shall be reasonably requested by the
          Administrative Agent.

          6.   No Default. On the Amendment Effective Date, (i) the Borrowers
shall be in compliance with all the terms and provisions set forth in the Loan
Documents on its part to be observed or performed, (ii) the representations and
warranties made and restated by the Borrowers pursuant to Section 7 of this
Amendment shall be true and complete on and as of such date with the same force
and effect as if made on and as of such date, and (iii) after giving effect to
the waivers set forth in Section 3 of this Amendment, no Default or Event of
Default shall have occurred and be continuing on such date.

          7.   Representations and Warranties. To induce the Administrative
Agent and the Lenders to enter into this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to the amendments and waivers provided for herein, the
representations and warranties contained in the Credit Agreement and the other
Loan Documents will be true and correct in all material respects as if made on
and as of the date hereof and that no Default or Event of Default will have
occurred and be continuing.

          8.   Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          9.   Expenses. Each Borrower, jointly and severally, hereby agrees to
pay and reimburse the Administrative Agent for all of the reasonable and
documented out-of-pocket costs and expenses incurred by the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and disbursements of Cadwalader,
Wickersham & Taft, counsel to the Administrative Agent.

          10.  Applicable Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York.

                            [SIGNATURE PAGES FOLLOW]


<PAGE>   6

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.


                                      CELADON GROUP, INC.



                                      By:      /s/ Roger T. Burbage
                                               --------------------
                                          Name:    Roger T. Burbage
                                          Title:   Secretary


                                      CELADON TRUCKING SERVICES, INC.



                                      By:      /s/ Roger T. Burbage
                                               --------------------
                                          Name:    Roger T. Burbage
                                          Title:   Secretary


                                      ING (U.S.) CAPITAL LLC, as Administrative
                                      Agent and as a Lender



                                      By:      /s/ William B. Redmond
                                               ----------------------
                                          Name:    William B. Redmond
                                          Title:   Vice President



<PAGE>   7

     The undersigned Lenders hereby consent and agree to the foregoing
Amendment:


                                      KEYBANK NATIONAL ASSOCIATION,
                                      as a Lender



                                      By:        /s/ Kevin Hipskind
                                                 ------------------
                                          Name:  Kevin Hipskind
                                          Title: Vice President


                                      NATIONAL BANK OF CANADA,
                                      as a Lender



                                      By:
                                          -----------------------
                                          Name:
                                          Title:


                                      UNION PLANTERS BANK, N.A.,
                                      as a Lender


                                      By:        /s/ David W. O'Neal
                                                 -------------------
                                          Name:  David W. O'Neal
                                          Title: Vice President


                                      THE NORTHERN TRUST COMPANY,
                                      as a Lender



                                      By:        /s/ Candelario Martinez
                                                 -----------------------
                                          Name:  Candelario Martinez
                                          Title: Vice President





<PAGE>   8
                                      FIFTH THIRD BANK, INDIANA, as a Lender



                                       By:       /s/ Geffrey L. Hale
                                                 -------------------
                                          Name:  Geffrey L. Hale
                                          Title: Vice President






<PAGE>   9
          The undersigned guarantors hereby consent and agree to the foregoing
Amendment:


                                      CELADON TRUCKING SERVICES OF INDIANA, INC.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      CELADON TRANSPORTATION, LLP



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      CHEETAH BROKERAGE CO.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      CHEETAH TRANSPORTATION CO.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary



<PAGE>   10
                                      INTERNATIONAL FREIGHT HOLDING CORP.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title:  Secretary

                                      JML FREIGHT FORWARDING, INC.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      RIL GROUP, LTD.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      RIL INC.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary


                                      WELLINGMUFT HOLDING CO.



                                      By:        /s/ Paul Will
                                                 -------------
                                          Name:  Paul Will
                                          Title: Secretary




<PAGE>   11

                                     CELADON LOGISTICS, INC.



                                     By:         /s/ Paul Will
                                                 -------------
                                         Name:   Paul Will
                                         Title:  Secretary


                                     RANDY EXPRESS, LTD.



                                     By:         /s/ Paul Will
                                                 -------------
                                         Name:   Paul Will
                                         Title:  Secretary


                                     RIL ACQUISITION CORP.



                                     By:         /s/ Paul Will
                                                 -------------
                                         Name:   Paul Will
                                         Title:  Secretary


                                     CELADON JACKY MAEDER CO.



                                     By:         /s/ Paul Will
                                                 -------------
                                         Name:   Paul Will
                                         Title:  Secretary


                                     ZIPP EXPRESS, INC.



                                     By:         /s/ Paul Will
                                                 -------------
                                         Name:   Paul Will
                                         Title:  Secretary



<PAGE>   12

                                       CELADON E-COMMERCE, INC.



                                       By:        /s/ Paul Will
                                                  -------------
                                           Name:  Paul Will
                                           Title: Secretary


                                       TRUCKERSB2B.COM, INC.



                                       By:        /s/ Paul Will
                                                  -------------
                                           Name:  Paul Will
                                           Title: Secretary

</TEXT>
</DOCUMENT>
</SUBMISSION>
