UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

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OLD DOMINION FREIGHT LINE, INC.

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April 22, 2004

 

Dear Old Dominion Shareholder:

 

At the 2004 Annual Meeting to be held on May 17, 2004, you will be asked to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of shares of common stock that we may issue from 25 million to 100 million. Approval of the proposed amendment to the articles is appropriate to enable the Company to issue additional shares as the Board of Directors considers appropriate from time to time, as described in our proxy statement for the Annual Meeting.

 

Today we announced a 3-for-2 stock split payable to shareholders of record on May 6, 2004. All shareholders as of the close of business on the record date will receive one additional share of stock for every two shares owned. The stock split will be effected in the form of a 50% stock dividend.

 

This stock split will require the issuance of an additional 8,029,676 shares, bringing our total shares outstanding to 24,089,028, and will leave only 910,972 shares available for issuance under our current 25 million authorization. Accordingly, the Board continues to believe that it is in the best interests of Old Dominion for the shareholders to approve the proposed amendment and recommends that you vote “FOR” the proposed amendment. The proposal requires the favorable vote of the holders of two-thirds of the shares of common stock.

 

We look forward to seeing you at the Annual Meeting.