OLD DOMINION FREIGHT LINE INC/VA
SC 13G, 1999-02-12
TRUCKING (NO LOCAL)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. )*


                         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

                  Jeffrey W. Congon, Custodian for Mark Ross 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

                           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

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

                  Jeffrey W. 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

                  USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5.                SOLE VOTING POWER

                           309,736 (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           309,736 (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  309,736

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

                  John R. Congdon Trust for Jeffrey Whitefield Congdon, Jr.


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

                           54,965  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           54,965  (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  54,965

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)

<PAGE>


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON

                  John R. Congdon Trust for Mark Ross 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

                           54,965  (See Item 4)

         6.                SHARED VOTING POWER

                           -0-  (See Item 4)

         7.                SOLE DISPOSITIVE POWER

                           54,965 (See Item 4)

         8.                SHARED DISPOSITIVE POWER

                           -0-  (See Item 4)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  54,965

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)

<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)      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):    643 Walsing Drive
                                    Richmond, VA 23229

(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



<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 beneficialy owned by Jeffrey W.
         Congdon, as Custodian for Mark Ross Congdon, Jeffrey W. Congdon
         Revocable Trust, John R. Congdon Trust for Jeffrey Whitefield Congdon,
         Jr., and, John R. Congdon Trust for Mark Ross Congdon. The total
         securities reported is 419,716 shares of the Issuer's Common Stock,
         which constitutes 5.0% of such shares as of December 31, 1998.

         As of December 31, 1998, 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, 1998, Jeffrey W. Congdon Revocable Trust owns
         directly 309,736 shares (3.7%) 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, 1998, John R. Congdon Trust for Jeffrey Whitefield
         Congdon, Jr., owns directly 54,965 shares (0.7%) 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, 1998, John R. Congdon Trust for Mark Ross Congdon
         owns directly 54,965 shares (0.7%) 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)              309,736
                         (iii)             54,965
                         (iv)              54,965
       

         (b)             Percent of Class

                         (i)               0.0%
                         (ii)              3.7%
                         (iii)             0.7%
                         (iv)              0.7%


<PAGE>

         (c) Number of Shares as to which such person has:

                  (i)    Sole power to vote or to direct the vote

                         (i)              50
                         (ii)             309,736
                         (iii)            54,965
                         (iv)             54,965

                  (ii)   Shared power to vote or to direct the vote

                         (i) through (iv) -0-

                  (iii)  Sole power to dispose or to direct the disposition of

                         (i)              50
                         (ii)             309,736
                         (iii)            54,965
                         (iv)             54,965

                  (iv)   Shared power to dispose or to direct the disposition of

                         (i) through (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
         [ ].

         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.


          JEFFREY W. CONGDON, Custodian


          Jeffrey W. Congdon
          --------------------------------------
          Jeffrey W. Congdon, Custodian for
          Mark Ross Congdon


          JEFFREY W. CONGDON REVOCABLE TRUST


          By: Jeffrey W. Congdon
              -----------------------------------
              Jeffrey W. Congdon, Trustee
              
              
              
          JOHN R. CONGDON TRUST FOR JEFFREY WHITEFIELD CONGDON, JR.


          By: Jeffrey W. Congdon 
              ------------------------------------
              Jeffrey Congdon, Trustee


          JOHN R. CONGDON TRUST FOR MARK ROSS CONGDON


          By: Jeffrey W. Congdon 
              ------------------------------------
              Jeffrey 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.

          JEFFREY W. CONGDON, Custodian


          Jeffrey W. Congdon
          --------------------------------------
          Jeffrey W. Congdon, Custodian for
          Mark Ross Congdon


          JEFFREY W. CONGDON REVOCABLE TRUST


          By: Jeffrey W. Congdon
              -----------------------------------
              Jeffrey W. Congdon, Trustee
              
              
              
          JOHN R. CONGDON TRUST FOR JEFFREY WHITEFIELD CONGDON, JR.


          By: Jeffrey W. Congdon 
              ------------------------------------
              Jeffrey Congdon, Trustee


          JOHN R. CONGDON TRUST FOR MARK ROSS CONGDON


          By: Jeffrey W. Congdon 
              ------------------------------------
              Jeffrey Congdon, Trustee



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