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. 8)*
OLD DOMINION FREIGHT LINE, INC.
(Name of Issuer)
Common Stock (par value $0.10 per share)
(Title of Class of Securities)
| 679580100 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the Notes).
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey W. 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
1,378,355 (See Item 4) 6. SHARED VOTING POWER
679,943 (See Item 4) 7. SOLE DISPOSITIVE POWER
1,378,355 (See Item 4) 8. SHARED DISPOSITIVE POWER
679,943 (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,298 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5% |
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| 12. | TYPE OF REPORTING PERSON
IN (See Item 4) |
Page 2 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
719,502 (See Item 4) 6. SHARED VOTING POWER
-0- (See Item 4) 7. SOLE DISPOSITIVE POWER
719,502 (See Item 4) 8. SHARED DISPOSITIVE POWER
-0- (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,502 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9% |
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| 12. | TYPE OF REPORTING PERSON
OO (See Item 4) |
Page 3 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Michael Davis 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
219,618 (See Item 4) 6. SHARED VOTING POWER
-0- (See Item 4) 7. SOLE DISPOSITIVE POWER
219,618 (See Item 4) 8. SHARED DISPOSITIVE POWER
-0- (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,618 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 4 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Peter Whitefield 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
219,618 (See Item 4) 6. SHARED VOTING POWER
-0- (See Item 4) 7. SOLE DISPOSITIVE POWER
219,618 (See Item 4) 8. SHARED DISPOSITIVE POWER
-0- (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,618 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 5 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Mary Evelyn 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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
219,617 (See Item 4) 6. SHARED VOTING POWER
-0- (See Item 4) 7. SOLE DISPOSITIVE POWER
219,617 (See Item 4) 8. SHARED DISPOSITIVE POWER
-0- (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,617 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 6 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Hunter Andrew Terry |
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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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
-0- (See Item 4) 6. SHARED VOTING POWER
226,648 (See Item 4) 7. SOLE DISPOSITIVE POWER
-0- (See Item 4) 8. SHARED DISPOSITIVE POWER
226,648 (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,648 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 7 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Nathaniel Everett Terry |
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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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
-0- (See Item 4) 6. SHARED VOTING POWER
226,647 (See Item 4) 7. SOLE DISPOSITIVE POWER
-0- (See Item 4) 8. SHARED DISPOSITIVE POWER
226,647 (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,647 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 8 of 15 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John R. Congdon Trust for Kathryn Lawson Terry |
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| 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
226,648 (See Item 4) 7. SOLE DISPOSITIVE POWER
-0- (See Item 4) 8. SHARED DISPOSITIVE POWER
226,648 (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,648 |
|||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 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) |
Page 9 of 15 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 |
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| Item 2. |
(a) |
Names of Persons Filing: | ||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
Jeffrey W. Congdon Jeffrey W. Congdon Revocable Trust John R. Congdon Trust for Michael Davis Congdon John R. Congdon Trust for Peter Whitefield Congdon John R. Congdon Trust for Mary Evelyn Congdon John R. Congdon Trust for Hunter Andrew Terry John R. Congdon Trust for Nathaniel Everett Terry John R. Congdon Trust for Kathryn Lawson Terry |
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| (b) |
Address of Principal Business Office or, if None, Residence: | |||||||||||
| As to (i) through (viii): 7511 Whitepine Road Richmond, VA 23237 |
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| (c) |
Citizenship: | |||||||||||
| As to (i) USA As to (ii) – (viii) Virginia |
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| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock ($0.10 par value) | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 679580100 | ||||||||||||
| Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), 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(d) and Rule 13d-1(k) but not a group filing. | ||||||||||||
Page 10 of 15 pages
| Item 4. |
Ownership. | |||||||||
| The securities reported herein are beneficially owned by Jeffrey W. Congdon, the Jeffrey W. Congdon Revocable Trust, the John R. Congdon Trust for Michael Davis Congdon, the John R. Congdon Trust for Peter Whitefield Congdon, the John R. Congdon Trust for Mary Evelyn Congdon, the John R. Congdon Trust for Hunter Andrew Terry, the John R. Congdon Trust for Nathaniel Everett Terry and the John R. Congdon Trust for Kathryn Lawson Terry. The total securities reported is 2,058,298 shares of the Issuer’s Common Stock, which constitutes 5.5% of such shares as of December 31, 2005. | ||||||||||
| As of December 31, 2005, Jeffrey W. Congdon has sole voting and dispositive power with respect to 1,378,355 shares (3.7%) of the Issuer’s Common Stock, of which 719,502 shares are held by the Jeffrey W. Congdon Revocable Trust, 219,618 shares are held by the John R. Congdon Trust for Michael Davis Congdon, 219,618 shares are held by the John R. Congdon Trust for Peter Whitefield Congdon, and 219,617 shares are held by the John R. Congdon Trust for Mary Evelyn Congdon. He shares voting and dispositive power with respect to 226,648 shares held by the John R. Congdon Trust for Hunter Andrew Terry, 226,647 shares held by the John R. Congdon Trust for Nathaniel Everett Terry, and 226,648 shares held by the John R. Congdon Trust for Kathryn Lawson Terry. Jeffrey W. Congdon beneficially owns a total of 2,058,298 shares (5.5%). | ||||||||||
| As of December 31, 2005, the Jeffrey W. Congdon Revocable Trust owns directly 719,502 shares (1.9%) 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, 2005, the John R. Congdon Trust for Michael Davis Congdon owns directly 219,618 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, 2005, the John R. Congdon Trust for Peter Whitefield Congdon owns directly 219,618 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, 2005, the John R. Congdon Trust for Mary Evelyn Congdon owns directly 219,617 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, 2005, the John R. Congdon Trust for Hunter Andrew Terry owns directly 226,648 shares (0.6%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Co-Trustee, has shared voting and shared dispositive power over those shares. | ||||||||||
| As of December 31, 2005, the John R. Congdon Trust for Nathaniel Everett Terry owns directly 226,647 shares (0.6%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Co-Trustee, has shared voting and shared dispositive power over those shares. | ||||||||||
Page 11 of 15 pages
| As of December 31, 2005, the John R. Congdon Trust for Kathryn Lawson Terry owns directly 226,648 shares (0.6%) of the Issuer’s Common Stock. Jeffrey W. Congdon, as Co-Trustee, has shared voting and shared dispositive power over those shares. | ||||||||||||
| (a) | Amount beneficially owned: | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
2,058,298 719,502 219,618 219,618 219,617 226,648 226,647 226,648 |
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| (b) | Percent of Class: | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
5.5% 1.9% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% |
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| (c) | Number of Shares as to which such person has: | |||||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
1,378,355 719,502 219,618 219,618 219,617 -0- -0- -0- |
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| (ii) | Shared power to vote or to direct the vote | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
679,943 -0- -0- -0- -0- 226,648 226,647 226,648 |
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Page 12 of 15 pages
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
1,378,355 719,502 219,618 219,618 219,617 -0- -0- -0- |
|||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||||
| (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) |
679,943 -0- -0- -0- -0- 226,648 226,647 226,648 |
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| 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. |
Certifications. | |||||||||||
| Not Applicable | ||||||||||||
| 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. | ||||||||||||
Page 13 of 15 pages
CUSIP No. 679580100
SIGNATURE
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 9, 2006. | ||
| JEFFREY W. CONGDON | ||
| /s/ Jeffrey W. Congdon | ||
| Jeffrey W. Congdon | ||
| JEFFREY W. CONGDON REVOCABLE TRUST | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR MICHAEL DAVIS CONGDON | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR PETER WHITEFIELD CONGDON | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR MARY EVELYN CONGDON | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR HUNTER ANDREW TERRY | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR NATHANIEL EVERETT TERRY | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR KATHRYN LAWSON TERRY | ||
| By: | /s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
Page 14 of 15 pages
CUSIP No. 679580100
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(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/A 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 9, 2006.
| JEFFREY W. CONGDON | ||
| /s/ Jeffrey W. Congdon | ||
| Jeffrey W. Congdon | ||
| JEFFREY W. CONGDON REVOCABLE TRUST | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR MICHAEL DAVIS CONGDON | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR PETER WHITEFIELD CONGDON | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR MARY EVELYN CONGDON | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR HUNTER ANDREW TERRY | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR NATHANIEL EVERETT TERRY | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
| JOHN R. CONGDON TRUST FOR KATHRYN LAWSON TERRY | ||
| By: |
/s/ Jeffrey W. Congdon | |
| Jeffrey W. Congdon, Trustee | ||
Page 15 of 15 pages