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
John R. Congdon, Jr., 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
11,004 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
11,004 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,004
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
John R. Congdon, Jr., Revocable 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
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
295,148 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
295,148 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,148
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6 %
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 Trust for Michael Davis 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
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
60,310 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
60,310 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,310
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7 %
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 Trust for Peter Whitefield 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
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
52,420 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
52,420 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,420
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6 %
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 Trust for Mary Evelyn 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
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
61,867 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
61,867 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,867
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
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:
500 Old Dominion Way
Thomasville, NC 27360
Item 2.
(a) Names of Persons Filing:
(i) John R. Congdon, Jr., Custodian
(ii) John R. Congdon, Jr., Revocable Trust
(iii) John R. Congdon Trust for Michael Davis Congdon
(iv) John R. Congdon Trust for Peter Whitefield Congdon
(v) John R. Congdon Trust for Mary Evelyn Congdon
(b) Address of Principal Business Office:
As to (i) through (v): 7511 Whitepine Road
Richmond, VA 23237
(c) Place of Organization or Citizenship:
(i) USA
(ii)-(v) Virginia
(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 John R.
Congdon, Jr., as Custodian for his children, John R. Congdon, Jr.,
Revocable Trust, John R. Congdon Trust for Michael Davis Congdon, John
R. Congdon Trust for Peter Whitefield Congdon and John R. Congdon Trust
for Mary Evelyn Congdon. The total securities reported is 480,749
shares of the Issuer's Common Stock, which constitutes 5.8% of such
shares as of December 31, 2001.
As of December 31, 2001, John R. Congdon, Jr., as Custodian for his
children, owns directly 11,004 shares (0.1%) of the Issuer's Common
Stock.
As of December 31, 2001, John R. Congdon, Jr., Revocable Trust owns
directly 295,148 shares (3.6%) of the Issuer's Common Stock. John R.
Congdon, Jr., as Trustee, has sole voting and sole dispositive power
over those shares.
As of December 31, 2001, John R. Congdon Trust for Michael Davis
Congdon owns directly 60,310 shares (0.7%) of the Issuer's Common
Stock. John R. Congdon, Jr., as Trustee, has sole voting and sole
dispositive power over those shares.
As of December 31, 2001, John R. Congdon Trust for Peter Whitefield
Congdon owns directly 52,420 shares (0.6%) of the Issuer's Common
Stock. John R. Congdon, Jr., as Trustee, has sole voting and sole
dispositive power over those shares.
As of December 31, 2001, John R. Congdon Trust for Mary Evelyn Congdon
owns directly 61,867 shares (0.7%) of the Issuer's Common Stock. John
R. Congdon, Jr., as Trustee, has sole voting and sole dispositive power
over those shares.
(a) Amount Beneficially Owned:
(i) 11,004
(ii) 295,148
(iii) 60,310
(iv) 52,420
(v) 61,867
(b) Percent of Class
(i) 0.1%
(ii) 3.6%
(iii) 0.7%
(iv) 0.6%
(v) 0.7%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
(i) 11,004
(ii) 295,148
(iii) 60,310
(iv) 52,420
(v) 61,867
(ii) Shared power to vote or to direct the vote
(i) through (v) -0-
(iii) Sole power to dispose or to direct the disposition of
(i) 11,004
(ii) 295,148
(iii) 60,310
(iv) 52,420
(v) 61,867
(iv) Shared power to dispose or to direct the disposition of
(i) through (v) -0-
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.
JOHN R. CONGDON, Jr., Custodian
John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Custodian for
Peter Whitefield Congdon and
Michael D. Congdon
JOHN R. CONGDON, JR., REVOCABLE TRUST
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR MICHAEL DAVIS CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR PETER WHITEFIELD CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR MARY EVELYN CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., 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 February
12, 2002.
JOHN R. CONGDON, Jr., Custodian
John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Custodian for
Peter Whitefield Congdon and
Michael D. Congdon
JOHN R. CONGDON, JR., REVOCABLE TRUST
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR MICHAEL DAVIS CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR PETER WHITEFIELD CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee
JOHN R. CONGDON TRUST FOR MARY EVELYN CONGDON
By: John R. Congdon, Jr.
--------------------
John R. Congdon, Jr., Trustee