UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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).
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Audrey L. 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
1,764 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
1,764 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,764
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0 %
12. TYPE OF REPORTING PERSON
IN (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Audrey L. 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
61,078 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
61,078 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,078
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
IN (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Audrey L. Congdon Revocable Trust, dated March 27, 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
306,500 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
306,500 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,500
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
12. TYPE OF REPORTING PERSON
OO (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Audrey L. 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
36,847 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
36,847 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,847
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4 %
12. TYPE OF REPORTING PERSON
OO (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust, dated December 18, 1998, fbo Seth Yowell
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
3,300 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
3,300 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
OO (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust, dated December 18, 1998, fbo Megan Yowell
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
3,300 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
3,300 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
OO (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen Congdon Vanstory 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
52,241 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
52,241 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,241
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)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Yowell
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
21,956 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
21,956 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,956
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON
IN (See Item 4)
<PAGE>
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) Audrey L. Congdon
(ii) Audrey L. Congdon, Custodian
(iii) Audrey L. Congdon Revocable Trust, dated March 27, 1992
(iv) Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992
(v) Irrevocable Trust, dated December 18, 1998, fbo Seth Yowell
(vi) Irrevocable Trust, dated December 18, 1998, fbo Megan Yowell
(vii) Karen Congdon Vanstory Irrevocable Trust #1, dated December 1,
1992
(viii) John B. Yowell
(b) Address of Principal Business Office:
(i)-(viii): 1730 Westchester Drive
High Point, NC 27262
(c) Place of Organization or Citizenship:
(i), (ii) and (viii) USA
(iii) - (vii) 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.
<PAGE>
Item 4. Ownership
The securities reported herein are beneficially owned by Audrey L.
Congdon, Audrey L. Congdon, as Custodian for her children, Audrey L.
Congdon Revocable Trust, dated March 27, 1992, Audrey L. Congdon
Irrevocable Trust #1, dated December 1, 1992, Irrevocable Trust, dated
December 18, 1998, fbo Seth Yowell, Irrevocable Trust, dated December
18,1998, fbo Megan Yowell, Karen Congdon Vanstory Irrevocable Trust #1,
dated December 1, 1992, and John B. Yowell. The total securities
reported is 486,986 shares of the Issuer's Common Stock, which
constitutes 5.9% of such shares as of December 31, 1998.
As of December 31, 1998, Audrey L. Congdon owns directly 1,764 shares
(0.0%) of the Issuer's Common Stock.
As of December 31, 1998, Audrey L. Congdon, as Custodian for her
children, owns directly 61,078 shares (0.7%) of the Issuer's Common
Stock.
As of December 31, 1998, Audrey L. Congdon Revocable Trust, dated March
27, 1992, owns directly 306,500 shares (3.7%) of the Issuer's Common
Stock. Audrey L. Congdon, as Trustee, has sole voting and sole
dispositive power over those shares.
As of December 31, 1998, Audrey L. Congdon Irrevocable Trust #1, dated
December 1, 1992, owns directly 36,847 shares (0.4%) of the Issuer's
Common Stock. Although Mrs. Congdon's husband, John B. Yowell, 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 shared
power to dispose.
As of December 31, 1998, an Irrevocable Trust, dated December 18, 1998,
fbo Seth Yowell, has sole voting and dispositive power with respect to
3,300 shares (0.0%) of the Issuer's Common Stock. Audrey C. Yowell is
the trustee. Seth Yowell is a child of Audrey C. Yowell.
As of December 31, 1998, an Irrevocable Trust, dated December 18, 1998,
fbo Megan Yowell, has sole voting and dispositive power with respect to
3,300 shares (0.0%) of the Issuer's Common Stock. Audrey C. Yowell is
the trustee. Megan Yowell is a child of Audrey C. Yowell.
As of December 31, 1998, Karen Congdon Vanstory Irrevocable Trust #1,
dated December 1, 1992, owns directly 52,241 shares (0.6%) of the
Issuer's Common Stock. Although Audrey L. 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 shared power to
dispose, because members of the grantor's family are beneficiaries of
the trust.
As of December 31, 1998, John B. Yowell, the husband of Audrey L.
Congdon and an officer of the Issuer, owns directly 21,956 shares
(0.2%) of the Issuer's Common Stock, including options to purchase
15,200 of the Issuer's Common Stock that are exercisable within 60 days
of that date.
(a) Amount Beneficially Owned:
(i) 1,764
(ii) 61,078
(iii) 306,500
(iv) 33,515
(v) 3,300
(vi) 3,300
(vii) 52,241
(viii) 21,956
(b) Percent of Class
(i) 0.0%
(ii) 0.7%
(iii) 3.7%
(iv) 0.4%
(v) 0.0%
(vi) 0.0%
(vii) 0.6%
(viii) 0.3%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
<PAGE>
(i) 1,764
(ii) 61,078
(iii) 306,500
(v) 3,300
(vi) 3,300
(viii) 21,956
(ii) Shared power to vote or to direct the vote
(iv) 36,847
(vii) 52,241
(iii) Sole power to dispose or to direct the disposition of
(i) 1,764
(ii) 61,078
(iii) 306,500
(v) 3,300
(vi) 3,300
(viii) 21,956
(iv) Shared power to dispose or to direct the disposition of
(iv) 36,847
(vii) 52,241
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
<PAGE>
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, 1999.
AUDREY L. CONGDON
Audrey L. Congdon
-----------------
Audrey L. Congdon
AUDREY L. CONGDON, Custodian
Audrey L. Congdon
-----------------
Audrey L. Congdon, Custodian for
Megan Yowell and Seth Yowell
AUDREY L. CONGDON REVOCABLE TRUST, dated March 27, 1992
By: Audrey Congdon
-----------------
Audrey Congdon, Trustee
AUDREY L. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992
By: John Yowell
-----------------
John Yowell, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO SETH YOWELL
By: Audrey C. Yowell
-------------------------
Audrey C. Yowell, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO MEGAN YOWELL
By: Audrey C. Yowell
--------------------------
Audrey C. Yowell, Trustee
KAREN C. VANSTORY IRREVOCABLE TRUST #1, dated December 1, 1992
By: Audrey Congdon
-----------------
Audrey Congdon, Trustee
JOHN B. YOWELL
John B. Yowell
-----------------
John B. Yowell
<PAGE>
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, 1999.
AUDREY L. CONGDON
Audrey L. Congdon
-----------------
Audrey L. Congdon
AUDREY L. CONGDON, Custodian
Audrey L. Congdon
-----------------
Audrey L. Congdon, Custodian for
Megan Yowell and Seth Yowell
AUDREY L. CONGDON REVOCABLE TRUST, dated March 27, 1992
By: Audrey Congdon
-----------------
Audrey Congdon, Trustee
AUDREY L. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992
By: John Yowell
-----------------
John Yowell, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO SETH YOWELL
By: Audrey C. Yowell
-------------------------
Audrey C. Yowell, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998,
FBO MEGAN YOWELL
By: Audrey C. Yowell
--------------------------
Audrey C. Yowell, Trustee
KAREN C. VANSTORY IRREVOCABLE TRUST #1, dated December 1, 1992
By: Audrey Congdon
-----------------
Audrey Congdon, Trustee
JOHN B. YOWELL
John B. Yowell
-----------------
John B. Yowell
