UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 4)*
OLD DOMINION FREIGHT LINE, INC.
(Name of Issuer)
Common Stock (par value $.10 per share)
(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 (the “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).
Page 1 of 10 pages
| 1. |
Name of Reporting Person S.S. or I.R.S. Identification No of above person
Jeffrey W. Congdon, Custodian for Mark Ross Congdon |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization
USA |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
50 (See Item 4) 6. Shared Voting Power
-0- (See Item 4) 7. Sole Dispositive Power
50 (See Item 4) 8. Shared Dispositive Power
-0- (See Item 4) | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
50 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. |
Percent of Class Represented by Amount in Row 9
0.0% |
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| 12. |
Type of Reporting Person
IN (See Item 4) |
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Page 2 of 10 pages
| 1. |
Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Jeffrey W. Congdon Revocable Trust |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. |
SEC Use Only
|
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| 4. |
Citizenship or Place of Organization
USA |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
299,601 (See Item 4) 6. Shared Voting Power
-0- (See Item 4) 7. Sole Dispositive Power
299,601 (See Item 4) 8. Shared Dispositive Power
-0- (See Item 4) | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
299,601 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. |
Percent of Class Represented by Amount in Row 9
2.8% |
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| 12. |
Type of Reporting Person
OO (See Item 4) |
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Page 3 of 10 pages
| 1. |
Name of Reporting Person S.S. or I.R.S. Identification No. of above person
John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr. |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization
Virginia |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
67,235 (See Item 4) 6. Shared Voting Power
-0- (See Item 4) 7. Sole Dispositive Power
67,235 (See Item 4) 8. Shared Dispositive Power
-0- (See Item 4) | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
67,235 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. |
Percent of Class Represented by Amount in Row 9
0.6% |
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| 12. |
Type of Reporting Person
OO (See Item 4) |
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Page 4 of 10 pages
| 1. |
Name of Reporting Person S.S. or I.R.S. Identification No. of above person
John R. Congdon Trust for Mark Ross Congdon |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. |
SEC Use Only
|
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| 4. |
Citizenship or Place of Organization
Virginia |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
67,235 (See Item 4) 6. Shared Voting Power
-0- (See Item 4) 7. Sole Dispositive Power
67,235 (See Item 4) 8. Shared Dispositive Power
-0- (See Item 4) | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
67,235 |
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. |
Percent of Class Represented by Amount in Row 9
0.6% |
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| 12. |
Type of Reporting Person
OO (See Item 4) |
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Page 5 of 10 pages
| 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. |
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| (a) |
Names of Persons Filing: | |
| (i) Jeffrey W. Congdon, Custodian for Mark Ross Congdon (ii) Jeffrey W. Congdon, Revocable Trust (iii) John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr. (iv) John R. Congdon Trust for Mark Ross Congdon | ||
| (b) |
Address of Principal Business Office: | |
| As to (i) through (iv): 7511 Whitepine Road Richmond, VA 23237 | ||
| (c) |
Place of Organization or Citizenship: | |
| (i) USA (ii) – (iv) 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 Rule 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 Rules 13d-1(c) and Rule 13d-1(f), but not a group filing. | ||
| Item 4. |
Ownership. | |
| The securities reported herein are beneficially owned by Jeffrey W. Congdon, as Custodian for Mark Ross Congdon, the Jeffrey W. Congdon Revocable Trust, the John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr., and the John R. Congdon Trust for Mark Ross Congdon. The total securities reported is 434,121 shares of the Issuer’s Common Stock, which constitutes 4.1% of such shares as of December 31, 2002. |
Page 6 of 10 pages
| As of December 31, 2002, Jeffrey W. Congdon, as Custodian for Mark Ross Congdon, owns directly 50 shares (0.0%) of the Issuer’s Common Stock. | ||||||
| As of December 31, 2002, the Jeffrey W. Congdon Revocable Trust owns directly 299,601 shares (2.8%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Trustee, has sole voting and sole dispositive power over those shares. | ||||||
| As of December 31, 2002, the John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr., owns directly 67,235 shares (0.6%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Trustee, has sole voting and sole dispositive power over those shares. | ||||||
| As of December 31, 2002, the John R. Congdon Trust for Mark Ross Congdon owns directly 67,235 shares (0.6%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Trustee, has sole voting and sole dispositive power over those shares. | ||||||
| (a) |
Amount beneficially owned: | |||||
| (i) 50 (ii) 299,601 (iii) 67,235 (iv) 67,235 | ||||||
| (b) |
Percent of Class: | |||||
| (i) 0.0% (ii) 2.8% (iii) 0.6% (iv) 0.6% | ||||||
| (c) |
Number of Shares as to which such person has: | |||||
| (i) Sole power to vote or to direct the vote | ||||||
| (i) 50 (ii) 299,601 (iii) 67,235 (iv) 67,235 | ||||||
| (ii) Shared power to vote or to direct the vote | ||||||
| (i) – (iv) -0- | ||||||
| (iii) Sole power to dispose or to direct the disposition of | ||||||
| (i) 50 (ii) 299,601 (iii) 67,235 (iv) 67,235 | ||||||
Page 7 of 10 pages
| (iv) | Shared power to dispose or to direct the disposition of |
(i) – (iv) -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: [X] | ||
| 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. |
Page 8 of 10 pages
February 10, 2003.
| JEFFREY W. CONGDON, Custodian | ||
| /s/ Jeffrey W. Congdon | ||
| Jeffrey W. Congdon, Custodian for Mark Ross Congdon | ||
JEFFREY W. CONGDON REVOCABLE TRUST
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
JOHN R. CONGDON TRUST FOR JEFFREY WHITEFIELD CONGDON, JR.
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
JOHN R. CONGDON TRUST FOR MARK ROSS CONGDON
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
Page 9 of 10 pages
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 10, 2003.
JEFFREY W. CONGDON, Custodian
| /s/ Jeffrey W. Congdon | ||
| Jeffrey W. Congdon, Custodian for Mark Ross Congdon | ||
JEFFREY W. CONGDON REVOCABLE TRUST
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
JOHN R. CONGDON TRUST FOR JEFFREY WHITEFIELD CONGDON, JR.
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
JOHN R. CONGDON TRUST FOR MARK ROSS CONGDON
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee |
Page 10 of 10 pages