UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: CELADON GROUP INC.
Title of Class of Securities: COMMON STOCK
CUSIP Number: 150838100
Date of Event Which Requires Filing of This Statement: December 31, 2006
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13s-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. Name of Reporting Person and S.S. or I.R.S. Identification
No of Above Person: Dawson Herman Capital Management Inc.
Tax ID: 06-1033494
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 534,256
6. Shared Voting Power: 0
7. Sole Dispositive Power: 534,256
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
534,256
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9): 2.28%
12. Type of Reporting Person: IA, CO
Item 1(a) Name of Issuer: Celadon Group Inc.
1(b) Address of Issuer's Principal Executive Offices:
One Celadon Drive, Indianapolis, IN 46235
Item 2(a)-(c). Name, Principal Business Address, and Citizenship of Persons
Filing: Dawson Herman Capital Management Inc., 354 Pequot Avenue,
Southport, CT 06890, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 150838100
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Dawson Herman Capital Management Inc. is an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940.
Item 4. Ownership.
Ownership as of December 31, 2006 is incorporated herein by
reference from items (5) - (9) and (11) of the cover page of the
Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be beneficial owner of more
than five percent of the class of securities, check the following X
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of the Group.
Not applicable
Item 10.
By signing below, I certify that, to the best of my knowledge and belief,
the Securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2007
By: /s/ Thomas S. Galvin
Title: CFO