UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
Old Dominion Truck Leasing, Inc.
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
(See Item 4)
6. SHARED VOTING POWER
1,095,876 (See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
1,095,876 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,876
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2 %
12. TYPE OF REPORTING PERSON
CO (See Item 4)
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Earl E. 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
-0- (See Item 4)
6. SHARED VOTING POWER
1,931,622 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
1,931,622 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,931,622
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.2%
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
Earl E. Congdon 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
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
1,095,876 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
1,095,876 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,876
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2%
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
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
835,746 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
835,746 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,746
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
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
1998 Earl E. Congdon Family 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
-0- (See Item 4)
6. SHARED VOTING POWER
41,667 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
41,667 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,667
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
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 R. 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
937,810 (See Item 4)
6. SHARED VOTING POWER
1,137,543 (See Item 4)
7. SOLE DISPOSITIVE POWER
937,810 (See Item 4)
8. SHARED DISPOSITIVE POWER
1,137,543 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,353
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.0%
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
John R. Congdon 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
937,810 (See Item 4)
6. SHARED VOTING POWER
1,095,876 (See Item 4)
7. SOLE DISPOSITIVE POWER
937,810 (See Item 4)
8. SHARED DISPOSITIVE POWER
1,095,876 (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,033,686
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.5%
12. TYPE OF REPORTING PERSON
OO (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) Old Dominion Truck Leasing, Inc.
(ii) Earl E. Congdon
(iii) Earl E. Congdon Trust
(iv) Earl E. Congdon Intangibles Trust
(v) 1998 Earl E. Congdon Family Trust
(vi) John R. Congdon
(vii) John R. Congdon Revocable Trust
(b) Address of Principal Business Office:
As to (i), (v), (vi) and (vii): 7511 Whitepine Road
Richmond, VA 23237
As to (ii) and (iii): 20 Harborage Isle
Fort Lauderdale, FL 33316
As to (iv): 1730 Westchester Drive
High Point, NC 27262
(c) Place of Organization or Citizenship:
(i), (v) and (vii) Virginia
(ii) and (vi) USA
(iii) Florida
(iv) North Carolina
(d) Title of Class of Securities:
Common Stock ($.10 par value)
(e) CUSIP Number:
679580100
<PAGE>
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, Earl E. Congdon Intangibles Trust, 1998 Earl E. Congdon Family
Trust, John R. Congdon and John R. Congdon Revocable Trust. The total
securities reported is 2,911,099 shares of the Issuer's Common Stock,
which constitutes 35.0% of such shares as of December 31, 1998.
As of December 31, 1998, Leasing owns directly 1,095,876 shares (13.2%)
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, 1998, Earl E. Congdon has sole voting and
dispositive power with respect to no shares of the Issuer's Common
Stock. He shares voting and dispositive power with respect to the
1,095,876 shares (13.2%) owned by Leasing and the 835,746 shares
(10.1%) owned by the Earl E. Congdon Intangibles Trust, totaling
1,931,622 shares (23.2%) of the Issuer's Common Stock. As of December
31, 1998, Earl E. Congdon's wife beneficially owns directly and
indirectly an additional 103,000 shares (1.2%) 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, 1998, the Earl E. Congdon Trust has sole voting and
dispositive power with respect to no shares of the Issuer's Common
Stock. Its indirect beneficial ownership consists of the 1,095,876
shares (13.2%) owned by Leasing.
As of December 31, 1998, the Earl E. Congdon Intangibles Trust shares
voting and dispositive power with respect to 835,746 shares (10.1%) of
the Issuer's Common Stock. David S. Congdon is the trustee.
As of December 31, 1998, the 1998 Earl E. Congdon Family Trust has sole
voting and dispositive power with respect to 41,667 shares (0.5%) of
the Issuer's Common Stock. Because John R. Congdon is the trustee,
ownership is resported as shared.
As of December 31, 1998, John R. Congdon has sole voting and
dispositive power with respect to 937,810 shares (11.3%) of the
Issuer's Common Stock, all of which shares are held by the John R.
Congdon Revocable Trust. He shares voting and dispositive powers with
respect to the 1,095,876 shares (13.2%) owned by Leasing and the
41,667 shares (0.5%) owned by the 1998 Earl E. Congdon Family Trust,
totaling 2,075,353 shares (25.0%) of the Issuer's Common Stock. As of
December 31, 1998, 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.
As of December 31, 1998, John R. Congdon as trustee and grantor of the
John R. Congdon Revocable Trust has sole voting and dispositive power
with respect to 937,810 shares (11.3%) of the Issuer's Common Stock
held by the John R. Congdon Revocable Trust. The trust shares voting
and dispositive powers with respect to the 1,095,876 shares (13.2%)
owned by Leasing.
(a) Amount Beneficially Owned:
(i) 1,095,876
(ii) 1,931,622
(iii) 1,095,876
(iv) 835,746
(v) 41,667
(vi) 2,075,353
(vii) 2,033,686
(b) Percent of Class
(i) 13.2%
(ii) 23.2%
(iii) 13.2%
(iv) 10.1%
(v) 0.5%
(vi) 25.0%
(vii) 24.5%
<PAGE>
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
(i) -0-
(ii) -0-
(iii) -0-
(iv) -0-
(v) -0-
(vi) 937,810
(vii) 937,810
(ii) Shared power to vote or to direct the vote
(i) 1,095,876
(ii) 1,931,622
(iii) 1,095,876
(iv) 835,746
(v) 41,667
(vi) 1,137,543
(vii) 1,095,876
(iii) Sole power to dispose or to direct the disposition of
(i) -0-
(ii) -0-
(iii) -0-
(iv) -0-
(v) -0-
(vi) 937,810
(vii) 937,810
(iv) Shared power to dispose or to direct the disposition of
(i) 1,095,876
(ii) 1,931,622
(iii) 1,095,876
(iv) 835,746
(v) 41,667
(vi) 1,137,543
(vii) 1,095,876
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.
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 1998 EARL E. CONGDON FAMILY TRUST
By: Earl E. Congdon By: John R. Congdon
--------------- ---------------
Earl E. Congdon, Trustee John R. Congdon, Trustee
EARL E. CONGDON INTANGIBLES TRUST
By: David S. Congdon
-----------------
David S. Congdon, Trustee
<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.
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 1998 EARL E. CONGDON FAMILY TRUST
By: Earl E. Congdon By: John R. Congdon
--------------- ----------------
Earl E. Congdon, Trustee John R. Congdon, Trustee
EARL E. CONGDON INTANGIBLES TRUST
By: David S. Congdon
-----------------
David S. Congdon, Trustee
