UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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
David S. Congdon
2. CHECK THE APPROPRIATE BOX IF 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
11,764 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
11,764 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,764
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
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
David S. Congdon, Custodian
2. CHECK THE APPROPRIATE BOX IF 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
91,617 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
91,617 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,617
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
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
David S. Congdon Revocable Trust, dated December 3, 1991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
273,832 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
273,832 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,832
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
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
David S. Congdon Irrevocable Trust #1, dated December 1, 1992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
78,504 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
78,504 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,504
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
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
Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
8,583 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
8,583 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,583
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
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
Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
8,583 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
8,583 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,583
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
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
Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
8,583 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
8,583 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,583
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
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
Earl E. Congdon Intangibles Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
1,873,509 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
1,873,509 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,873,509
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.5%
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
Kathryn W. Congdon Intangibles Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
103,000 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
103,000 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
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
Helen S. Congdon
2. CHECK THE APPROPRIATE BOX IF 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
9,000 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
9,000 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1 %
12. TYPE OF REPORTING PERSON
IN (See Item 4)
Item 1.
(a) Name of Issuer:
Old Dominion Freight Line, Inc.
(b) Address of Issuer's Principal Executive Offices:
500 Old Dominion Way
Thomasville, NC 27360
Item 2.
(a) Names of Persons Filing:
(i) David S. Congdon
(ii) David S. Congdon, Custodian
(iii) David S. Congdon Revocable Trust, dated December 3, 1991
(iv) David S. Congdon Irrevocable Trust #1, dated December 1, 1992
(v) Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon
(vi) Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon
(vii) Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon
(viii) Earl E. Congdon Intangibles Trust
(ix) Kathryn W. Congdon Intangibles Trust
(x) Helen S. Congdon
(b) Address of Principal Business Office:
As to (i) through (x): 500 Old Dominion Way
Thomasville, NC 27360
(c) Place of Organization or Citizenship:
(i), (ii) and (x) USA
(iii) through (ix) North Carolina
(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 David S.
Congdon, David S. Congdon, as Custodian for his children, David S.
Congdon Revocable Trust, dated December 3, 1991, David S. Congdon
Irrevocable Trust #1, dated December 1, 1992, Irrevocable Trust, dated
December 18, 1998, fbo Marilyn Congdon, Irrevocable Trust, dated
December 18, 1998, fbo Kathryn Congdon, Irrevocable Trust, dated
December 18, 1998, fbo Ashlyn Congdon, Earl E. Congdon Intangibles
Trust, Kathryn W. Congdon Intangibles Trust and Helen S. Congdon. The
total securities reported is 2,466,975 shares of the Issuer's Common
Stock, which constitutes 29.6% of such shares as of December 31, 2001.
As of December 31, 2001, David S. Congdon owns directly 11,764 shares
(0.1%) of the Issuer's Common Stock. That number includes options to
purchase 10,000 shares of the Issuer's Common Stock that are
exercisable within 60 days of that date.
As of December 31, 2001, David S. Congdon, as Custodian for his
children, owns directly 91,617 shares (1.1%) of the Issuer's Common
Stock.
As of December 31, 2001, David S. Congdon Revocable Trust, dated
December 3, 1991, owns directly 273,832 shares (3.3%) of the Issuer's
Common Stock. David S. Congdon, as Trustee, has sole voting and sole
dispositive power over those shares.
As of December 31, 2001, David S. Congdon Irrevocable Trust #1 owns
directly 78,504 shares (0.9%) of the Issuer's Common Stock. Although
Mr. Congdon's wife, Helen Congdon, as Trustee, has sole voting and sole
dispositive power over those shares, they are shown below under c(ii)
and c(iv) as shared voting and power to dispose.
As of December 31, 2001, an Irrevocable Trust, dated December 18, 1998,
fbo Marilyn Congdon, has sole voting and dispositive power with respect
to 8,583 shares (0.1%) of the Issuer's Common Stock. David S. Congdon
is the trustee. Marilyn Congdon is a child of David S. Congdon.
As of December 31, 2001, an Irrevocable Trust, dated December 18, 1998,
fbo Kathryn Congdon, has sole voting and dispositive power with respect
to 8,583 shares (0.1%) of the Issuer's Common Stock. David S. Congdon
is the trustee. Kathryn Congdon is a child of David S. Congdon.
As of December 31, 2001, an Irrevocable Trust, dated December 18, 1998,
fbo Ashlyn Congdon, has sole voting and dispositive power with respect
to 8,583 shares (0.1%) of the Issuer's Common Stock. David S. Congdon
is the trustee. Ashlyn Congdon is a child of David S. Congdon.
As of December 31, 2001, the Earl E. Congdon Intangibles Trust
beneficially owns 1,873,509 shares (22.5%) of the Issuer's Common
Stock. The trust owns 777,633 shares (9.3%) and, through ownership of
shares of Old Dominion Truck Leasing, Inc., shares beneficial ownership
of the 1,095,876 shares (13.2%) owned by that corporation. David S.
Congdon is trustee of that trust. Earl E. Congdon is the father of
David S. Congdon.
As of December 31, 2001, the Kathryn W. Congdon Intangibles Trust owns
103,000 shares (1.2%) of the Issuer's Common Stock. David S. Congdon
is trustee of that trust. Kathryn W. Congdon is the mother of David S.
Congdon.
As of December 31, 2001, Helen Congdon, wife of David S. Congdon, owns
directly 9,000 shares (0.1%) of the Issuer's Common Stock.
(a) Amount Beneficially Owned:
(i) 11,764
(ii) 91,617
(iii) 273,832
(iv) 78,504
(v) 8,583
(vi) 8,583
(vii) 8,583
(viii) 1,873,509
(ix) 103,000
(x) 9,000
(b) Percent of Class
(i) 0.1%
(ii) 1.1%
(iii) 3.3%
(iv) 0.9%
(v) 0.1%
(vi) 0.1%
(vii) 0.1%
(viii) 22.5%
(ix) 1.2%
(x) 0.1%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
(i) 11,764
(ii) 91,617
(iii) 273,832
(v) 8,583
(vi) 8,583
(vii) 8,583
(x) 9,000
(ii) Shared power to vote or to direct the vote
(iv) 78,504
(viii) 1,873,509
(ix) 103,000
(iii) Sole power to dispose or to direct the disposition of
(i) 11,764
(ii) 91,617
(iii) 273,832
(v) 8,583
(vi) 8,583
(vii) 8,583
(x) 9,000
(iv) Shared power to dispose or to direct the disposition of
(iv) 78,504
(viii) 1,873,509
(ix) 103,000
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.
February 12, 2002.
DAVID S. CONGDON
David S. Congdon
----------------
David S. Congdon
DAVID S. CONGDON, Custodian
David S. Congdon
----------------
David S. Congdon, Custodian for
Kathryn Congdon, Marilyn Congdon and
Ashlyn Congdon
DAVID S. CONGDON REVOCABLE TRUST, dated December 3, 1991
By: David Congdon
----------------
David Congdon, Trustee
DAVID S. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992
By: Helen Congdon
----------------
Helen Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO MARILYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO KATHRYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO ASHLYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
EARL E. CONGDON INTANGIBLES TRUST
By: David S. Congdon
----------------
David S. Congdon, Trustee
KATHRYN W. CONGDON INTANGIBLES TRUST
By: David S. Congdon
----------------
David S. Congdon, Trustee
HELEN S. CONGDON
Helen S. Congdon
----------------
Helen S. Congdon
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 February
12, 2002.
DAVID S. CONGDON
David S. Congdon
----------------
David S. Congdon
DAVID S. CONGDON, Custodian
David S. Congdon
----------------
David S. Congdon, Custodian for
Kathryn Congdon, Marilyn Congdon and
Ashlyn Congdon
DAVID S. CONGDON REVOCABLE TRUST, dated December 3, 1991
By: David Congdon
----------------
David Congdon, Trustee
DAVID S. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992
By: Helen Congdon
----------------
Helen Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO MARILYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO KATHRYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO ASHLYN CONGDON
By: David S. Congdon
----------------
David S. Congdon, Trustee
EARL E. CONGDON INTANGIBLES TRUST
By: David S. Congdon
----------------
David S. Congdon, Trustee
KATHRYN W. CONGDON INTANGIBLES TRUST
By: David S. Congdon
----------------
David S. Congdon, Trustee
HELEN S. CONGDON
Helen S. Congdon
----------------
Helen S. Congdon