-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mr1Xa/tTetWdiS86S6wS+ZyZ7VJc8g00IRs3WfEmcd44e7I+MVjebMkvpdlr/PlJ opXquOK3ue2si4DICajOWg== 0000950168-98-003762.txt : 19981207 0000950168-98-003762.hdr.sgml : 19981207 ACCESSION NUMBER: 0000950168-98-003762 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981204 GROUP MEMBERS: CONDGON EARL E GROUP MEMBERS: JOHN R. CONGDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD DOMINION FREIGHT LINE INC/VA CENTRAL INDEX KEY: 0000878927 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 560751714 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43352 FILM NUMBER: 98763832 BUSINESS ADDRESS: STREET 1: 1730 WESTCHESTER DR CITY: HIGH POINT STATE: NC ZIP: 27260 BUSINESS PHONE: 3368895000 MAIL ADDRESS: STREET 1: P O BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONDGON EARL E CENTRAL INDEX KEY: 0001067863 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 BUSINESS PHONE: 3368895000 MAIL ADDRESS: STREET 1: EARL E CONDGON STREET 2: PO BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 SC 13G 1 OLD DOMINION FREIGHT SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__)* Old Dominion Freight Line, Inc. (Name of Issuer) Common Stock ($.10 par value) (Title of Class of Securities) 679580100 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ] *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 Notes). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Old Dominion Truck Leasing, Inc. 2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Virginia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER 1,268,876 (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER 1,268,876 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,268,876 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.2 % 12. TYPE OF REPORTING PERSON CO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Earl E. Congdon 2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,071,163 (See Item 4) 6. SHARED VOTING POWER 1,268,876 (See Item 4) 7. SOLE DISPOSITIVE POWER 1,071,163 (See Item 4) 8. SHARED DISPOSITIVE POWER 1,268,876 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340,039 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 28.0 % 12. TYPE OF REPORTING PERSON IN (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Earl E. Congdon Trust 2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,071,163 (See Item 4) 6. SHARED VOTING POWER 1,268,876 (See Item 4) 7. SOLE DISPOSITIVE POWER 1,071,163 (See Item 4) 8. SHARED DISPOSITIVE POWER 1,268,876 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340,039 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 28.0 % 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Congdon 2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,071,142 (See Item 4) 6. SHARED VOTING POWER 1,268,876 (See Item 4) 7. SOLE DISPOSITIVE POWER 1,071,142 (See Item 4) 8. SHARED DISPOSITIVE POWER 1,268,876 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340,018 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 28.0 % 12. TYPE OF REPORTING PERSON IN (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Congdon Revocable Trust 2. CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,071,142 (See Item 4) 6. SHARED VOTING POWER 1,268,876 (See Item 4) 7. SOLE DISPOSITIVE POWER 1,071,142 (See Item 4) 8. SHARED DISPOSITIVE POWER 1,268,876 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,340,018 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 28.0 % 12. TYPE OF REPORTING PERSON OO (See Item 4) Item 1. (a) Name of Issuer: Old Dominion Freight Line, Inc. (b) Address of Issuer's Principal Executive Offices: 1730 Westchester Drive High Point, NC 27262 Item 2. (a) Names of Persons Filing: (i) Old Dominion Truck Leasing, Inc. (ii) Earl E. Congdon (iii) Earl E. Congdon Trust (iv) John R. Congdon (v) John R. Congdon Revocable Trust (b) Address of Principal Business Office: As to (i), (iv) and (v): 7511 Whitepine Road Richmond, VA 23237 As to (ii) and (iii): 20 Harborage Isle Fort Lauderdale, FL 33316 (c) Place of Organization or Citizenship: (i) and (v) Virginia (ii) and (iv) USA (iii) Florida (d) Title of Class of Securities: Common Stock ($.10 par value) (e) CUSIP Number: 679580100 Item 3. If This Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b), Check Whether the Person Filing Is a ... Not Applicable. This is a joint filing by the persons identified in Item 2, above, pursuant to Rule 13d-1(c) and Rule 13d-1(f) but not a group filing. Item 4. Ownership The securities reported herein are beneficially owned by Old Dominion Truck Leasing, Inc. ("Leasing"), Earl E. Congdon, Earl E. Congdon Trust, John R. Congdon and John R. Congdon Revocable Trust,. The total securities reported is 3,411,181 shares of the Issuer's Common Stock, which constitutes 40.8% of such shares as of December 31, 1991. As of December 31, 1991, Leasing owns directly 1,268,876 shares (15.2%) of the Issuer's Common Stock. The voting stock of Leasing is owned by Earl Congdon as trustee of a revocable trust (32.4%), John R. Congdon Revocable Trust (25.5%) and members of Earl Congdon's and John Congdon's respective families (42.1%). Earl Congdon is Chairman of the Board of Leasing, and John Congdon is President and Chief Executive Officer. The Issuer's Common Stock owned by Leasing will be voted as directed by Earl Congdon and John Congdon or, in the event of disagreement, one-half of the shares will be voted as directed by Earl Congdon or his personal representative, attorney-in-fact or executor, and one-half will be voted as directed by John Congdon or his personal representative, attorney-in-fact or executor. Any future sales or other disposition of such shares and the disposition of the proceeds of any sales will be determined by the Board of Directors of Leasing. As of December 31, 1991, Earl E. Congdon/Earl E. Congdon Trust owns directly 1,071,163 shares (12.8%) of the Issuer's Common Stock. Including the shares owned by Leasing brings the beneficial ownership number to 2,340,039 (28.0%) as reported herein. As of December 31, 1991, Earl E. Congdon's wife beneficially owns an additional 10,000 shares of the Issuer's Common Stock not included in this Schedule 13G, with respect to all of which shares he disclaims beneficial ownership. As of December 31, 1991, John R. Congdon/John R. Congdon Revocable Trust owns directly 1,071,142 shares (12.8%) of the Issuer's Common Stock. Including the shares owned by Leasing brings the beneficial ownership number to 2,340,018 (28.0%) as reported herein. As of December 31, 1991, John R. Congdon's wife beneficially owns an additional 1,732 shares of the Issuer's Common Stock not included in this Schedule 13G, with respect to all of which shares he disclaims beneficial ownership. (a) Amount Beneficially Owned: (i) 1,268,876 (ii)/(iii) 2,340,039 (iv)/(v) 2,340,018 (b) Percent of Class (i) 15.2% (ii)/(iii) 28.0% (iv)/(v) 28.0% (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote (i) -0- (ii)/(iii) 1,071,163 (iv)/(v) 1,071,142 (ii) Shared power to vote or to direct the vote (i) 1,268,876 (ii)/(iii) 2,340,039 (iv)/(v) 2,340,018 (iii) Sole power to dispose or to direct the disposition of (i) -0- (ii)/(iii) 1,071,163 (iv)/(v) 1,071,142 (iv) Shared power to dispose or to direct the disposition of (i) 1,268,876 (ii)/(iii) 2,340,039 (iv)/(v) 2,340,018 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 the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person See information in Item 4, above. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group See Item 3 and Item 4, above. Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of 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 purposes or effect. This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report. After reasonable inquiry and to the best of our knowledge and belief we certify that the information set forth in this statement is true, complete and correct. December 1, 1998. OLD DOMINION TRUCK LEASING, INC. JOHN R. CONGDON By: John R. Congdon John R. Congdon --------------- --------------- John R. Congdon, President John R. Congdon EARL E. CONGDON JOHN R. CONGDON REVOCABLE TRUST Earl E. Congdon By: John R. Congdon --------------- --------------- Earl E. Congdon John R. Congdon, Trustee EARL E. CONGDON TRUST By: Earl E. Congdon --------------- Earl E. Congdon, Trustee JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) (1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on December 1, 1998. OLD DOMINION TRUCK LEASING, INC. JOHN R. CONGDON By: John R. Congdon John R. Congdon --------------- --------------- John R. Congdon, President John R. Congdon EARL E. CONGDON JOHN R. CONGDON REVOCABLE TRUST Earl E. Congdon By: John R. Congdon --------------- --------------- Earl E. Congdon John R. Congdon, Trustee EARL E. CONGDON TRUST By: Earl E. Congdon --------------- Earl E. 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