-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P41xxXy3hb9Dm6K/etskfH3eCNmbgB0gkcHmYf5OZDuSk4EWg0zXBctmaGo4m4D2 84UxKLatIqWE+ttN9V0aVA== 0000950168-00-000301.txt : 20000215 0000950168-00-000301.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950168-00-000301 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 GROUP MEMBERS: ASHLYN CONGDON GROUP MEMBERS: CONDGON DAVID S GROUP MEMBERS: EARL E. CONGDON GROUP MEMBERS: HELEN S. CONGDON GROUP MEMBERS: KATHRYN CONGDON GROUP MEMBERS: KATHRYN W. CONGDON GROUP MEMBERS: MARILYN CONGDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLD DOMINION FREIGHT LINE INC/VA CENTRAL INDEX KEY: 0000878927 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 560751714 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43352 FILM NUMBER: 538630 BUSINESS ADDRESS: STREET 1: 1730 WESTCHESTER DR CITY: HIGH POINT STATE: NC ZIP: 27260 BUSINESS PHONE: 3368895000 MAIL ADDRESS: STREET 1: P O BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONDGON DAVID S CENTRAL INDEX KEY: 0001067864 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 BUSINESS PHONE: 3368895000 MAIL ADDRESS: STREET 1: DAVID S CONGDON STREET 2: PO BOX 2006 CITY: HIGH POINT STATE: NC ZIP: 27261 SC 13G/A 1 OLD DOMINION FREIGHT - CONGDON SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. 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 20,355 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 20,355 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,355 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12. TYPE OF REPORTING PERSON IN (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. 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 91,617 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 91,617 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,617 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% 12. TYPE OF REPORTING PERSON IN (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. Congdon Revocable Trust, dated December 3, 1991 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 281,651 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 281,651 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,651 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.4% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David S. 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 68,986 (See Item 4) 7. SOLE DISPOSITIVE POWER -0- (See Item 4) 8. SHARED DISPOSITIVE POWER 68,986 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,986 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Irrevocable Trust, dated December 18, 1998, fbo Marilyn 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 North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 4,884 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 4,884 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,884 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Irrevocable Trust, dated December 18, 1998, fbo Kathryn 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 North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 4,884 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 4,884 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,884 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Irrevocable Trust, dated December 18, 1998, fbo Ashlyn 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 North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 4,884 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 4,884 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,884 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12. TYPE OF REPORTING PERSON OO (See Item 4) 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 1,914,198 (See Item 4) 7. SOLE DISPOSITIVE POWER -0- (See Item 4) 8. SHARED DISPOSITIVE POWER 1,914,198 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,914,198 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.0% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kathryn W. 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 103,000 (See Item 4) 7. SOLE DISPOSITIVE POWER -0- (See Item 4) 8. SHARED DISPOSITIVE POWER 103,000 (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2% 12. TYPE OF REPORTING PERSON OO (See Item 4) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Helen S. 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 7,000 (See Item 4) 6. SHARED VOTING POWER -0- (See Item 4) 7. SOLE DISPOSITIVE POWER 7,000 (See Item 4) 8. SHARED DISPOSITIVE POWER -0- (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1 % 12. TYPE OF REPORTING PERSON IN (See Item 4) 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) David S. Congdon (ii) David S. Congdon, Custodian (iii) David S. Congdon Revocable Trust, dated December 3, 1991 (iv) David S. Congdon Irrevocable Trust #1, dated December 1, 1992 (v) Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon (vi) Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon (vii) Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon (viii) Earl E. Congdon Intangibles Trust (ix) Kathryn W. Congdon Intangibles Trust (x) Helen S. Congdon (b) Address of Principal Business Office: As to (i) through (x): 1730 Westchester Drive High Point, NC 27262 (c) Place of Organization or Citizenship: (i), (ii) and (x) USA (iii) through (ix) 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. Item 4. Ownership The securities reported herein are beneficially owned by David S. Congdon, David S. Congdon, as Custodian for his children, David S. Congdon Revocable Trust, dated December 3, 1991, David S. Congdon Irrevocable Trust #1, dated December 1, 1992, Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, Earl E. Congdon Intangibles Trust, Kathryn W. Congdon Intangibles Trust and Helen S. Congdon. The total securities reported is 2,501,459 shares of the Issuer's Common Stock, which constitutes 30.0% of such shares as of December 31, 1999. As of December 31, 1999, David S. Congdon owns directly 20,355 shares (0.2%) of the Issuer's Common Stock. That number includes options to purchase 14,800 shares of the Issuer's Common Stock that are exercisable within 60 days of that date and 3,791 shares owned in the Issuer's 401(k) plan in Mr. Congdon's account. As of December 31, 1999, David S. Congdon, as Custodian for his children, owns directly 91,617 shares (1.1%) of the Issuer's Common Stock. As of December 31, 1999, David S. Congdon Revocable Trust, dated December 3, 1991, owns directly 281,651 shares (3.4%) of the Issuer's Common Stock. David S. Congdon, as Trustee, has sole voting and sole dispositive power over those shares. As of December 31, 1999, David S. Congdon Irrevocable Trust #1 owns directly 68,986 shares (0.8%) of the Issuer's Common Stock. Although Mr. Congdon's wife, Helen 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 power to dispose. As of December 31, 1999, an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, has sole voting and dispositive power with respect to 4,884 shares (0.1%) of the Issuer's Common Stock. David S. Congdon is the trustee. Marilyn Congdon is a child of David S. Congdon. As of December 31, 1999, an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, has sole voting and dispositive power with respect to 4,884 shares (0.1%) of the Issuer's Common Stock. David S. Congdon is the trustee. Kathryn Congdon is a child of David S. Congdon. As of December 31, 1999, an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, has sole voting and dispositive power with respect to 4,884 shares (0.1%) of the Issuer's Common Stock. David S. Congdon is the trustee. Ashlyn Congdon is a child of David S. Congdon. As of December 31, 1999, the Earl E. Congdon Intangibles Trust beneficially owns 1,914,198 shares (23.0%) of the Issuer's Common Stock. The trust owns 818,322 shares (9.8%) and, through ownership of shares of Old Dominion Truck Leasing, Inc., shares beneficial ownership of the 1,095,876 shares (13.2%) owned by that corporation. David S. Congdon is trustee of that trust. Earl E. Congdon is the father of David S. Congdon. As of December 31, 1999, the Kathryn W. Congdon Intangibles Trust owns 103,000 shares (1.2%) of the Issuer's Common Stock. David S. Congdon is trustee of that trust. Kathryn W. Congdon is the mother of David S. Congdon. As of December 31, 1999, Helen Congdon, wife of David S. Congdon, owns directly 7,000 shares (0.1%) of the Issuer's Common Stock. (a) Amount Beneficially Owned: (i) 20,355 (ii) 91,617 (iii) 281,651 (iv) 68,986 (v) 4,884 (vi) 4,884 (vii) 4,884 (viii) 1,914,198 (ix) 103,000 (x) 7,000 (b) Percent of Class (i) 0.2% (ii) 1.1% (iii) 3.4% (iv) 0.8% (v) 0.1% (vi) 0.1% (vii) 0.1% (viii) 23.0% (ix) 1.2% (x) 0.1% (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote (i) 20,355 (ii) 91,617 (iii) 281,651 (v) 4,884 (vi) 4,884 (vii) 4,884 (x) 7,000 (ii) Shared power to vote or to direct the vote (iv) 68,986 (viii) 1,914,198 (ix) 103,000 (iii) Sole power to dispose or to direct the disposition of (i) 20,355 (ii) 91,617 (iii) 281,651 (v) 4,884 (vi) 4,884 (vii) 4,884 (x) 7,000 (iv) Shared power to dispose or to direct the disposition of (iv) 68,986 (viii) 1,914,198 (ix) 103,000 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. 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 14, 2000. DAVID S. CONGDON David S. Congdon ---------------- David S. Congdon DAVID S. CONGDON, Custodian David S. Congdon ---------------- David S. Congdon, Custodian for Kathryn Congdon, Marilyn Congdon and Ashlyn Congdon DAVID S. CONGDON REVOCABLE TRUST, dated December 3, 1991 By: David Congdon ---------------- David Congdon, Trustee DAVID S. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992 By: Helen Congdon ---------------- Helen Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee EARL E. CONGDON INTANGIBLES TRUST By: David S. Congdon ---------------- David S. Congdon, Trustee KATHRYN W. CONGDON INTANGIBLES TRUST By: David S. Congdon ---------------- David S. Congdon, Trustee HELEN S. CONGDON Helen S. Congdon ---------------- Helen S. Congdon 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 14, 2000. DAVID S. CONGDON David S. Congdon ---------------- David S. Congdon DAVID S. CONGDON, Custodian David S. Congdon ---------------- David S. Congdon, Custodian for Kathryn Congdon, Marilyn Congdon and Ashlyn Congdon DAVID S. CONGDON REVOCABLE TRUST, dated December 3, 1991 By: David Congdon ---------------- David Congdon, Trustee DAVID S. CONGDON IRREVOCABLE TRUST #1, dated December 1, 1992 By: Helen Congdon ---------------- Helen Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON By: David S. Congdon ---------------- David S. Congdon, Trustee EARL E. CONGDON INTANGIBLES TRUST By: David S. Congdon ---------------- David S. Congdon, Trustee KATHRYN W. CONGDON INTANGIBLES TRUST By: David S. Congdon ---------------- David S. Congdon, Trustee HELEN S. CONGDON Helen S. Congdon ---------------- Helen S. Congdon -----END PRIVACY-ENHANCED MESSAGE-----