<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
ALLIED HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
ALLIED HOLDINGS, INC.
160 CLAIREMONT AVENUE, SUITE 510
DECATUR, GEORGIA 30030
[LOGO INSERTED HERE]
NOTICE OF ANNUAL MEETING
MAY 22, 1997
TO THE SHAREHOLDERS OF ALLIED HOLDINGS, INC.:
The annual meeting of shareholders of Allied Holdings, Inc. (the
"Company") will be held at the Conference Center, Decatur Holiday Inn, 130
Clairemont Avenue, Decatur, Georgia 30030 on May 22, 1997 at 10:00 a.m., local
time, for the following purposes:
1. To elect three directors for terms ending in 2000;
2. To amend the Company's Long-Term Incentive Plan (the "LTI
Plan") in order to increase the number of shares subject to
the LTI Plan from 400,000 to 650,000 shares; and
3. To take action on whatever other business may properly come
before the meeting.
Only holders of record of common stock at the close of business on March
27, 1997 will be entitled to vote at the meeting. The stock transfer books
will not be closed.
By Order of the Board of Directors,
A. Mitchell Poole, Jr.
President and Chief Operating Officer
Decatur, Georgia
April 21, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
ALLIED HOLDINGS, INC.
160 CLAIREMONT AVENUE, SUITE 510
DECATUR, GEORGIA 30030
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1997
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of Allied Holdings,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the annual meeting of shareholders of the
Company to be held on May 22, 1997 at 10:00 a.m., local time, at the Conference
Center, Decatur Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030, and
any adjournments thereof. The enclosed proxy is revocable at any time before
its exercise. Revocation may be made (i) by written notice to the Secretary of
the Company, (ii) by attending the meeting and voting in person, or (iii) by
filing a subsequent proxy with the Secretary of the Company prior to or at the
time of the meeting.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation of shareholders of record by mail, telephone, or personal
contact, arrangements will be made with brokerage houses to furnish proxy
materials to their principals, and the Company will reimburse them for their
mailing expenses. Custodians and fiduciaries will be supplied with proxy
materials to forward to beneficial owners of the no par value common stock of
the Company (the "Common Stock"). No remuneration will be paid directly or
indirectly for the solicitation of proxies.
An annual report to the shareholders, including financial statements for
the year ended December 31, 1996 is enclosed with this Proxy Statement.
VOTING AND OUTSTANDING STOCK
At the close of business on the record date, March 27, 1997 the Company
had outstanding and entitled to vote at the annual meeting 7,810,000 shares of
Common Stock. Each share of Common Stock is entitled to one vote and a
majority of shares voted shall constitute the affirmative act of the
shareholders.
1. ELECTION OF DIRECTORS
The Board of Directors of the Company, pursuant to the By-Laws of the
Company, has determined that the number of directors of the Company is nine.
The directors are divided into three classes, each class serving for a period
of three years. Members of the three classes currently are as follows: (i)
David G. Bannister, A. Mitchell Poole, Jr. and Robert J. Rutland; (ii) Bernard
O. De Wulf, Guy W. Rutland, III and Robert R. Woodson; and (iii) Joseph W.
Collier, Guy W. Rutland, IV, and Berner F. Wilson, Jr.
One-third of the members of the Board of Directors are elected by the
shareholders annually. The directors whose terms will expire at the 1997
annual meeting of shareholders are David G. Bannister, A. Mitchell Poole, Jr.
and Robert J. Rutland, all of whom have been nominated to stand for reelection
as directors to hold office until the 2000 annual meeting of shareholders and
until their successors are elected and qualified.
<PAGE> 4
Should any one or more of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not anticipated, the Board
of Directors may, unless the Board by resolution provides for a lessor number
of directors, designate substitute nominees, in which event the persons named
in the enclosed proxy will vote proxies that would otherwise be voted for all
named nominees for the election of such substitute nominee or nominees.
If a shareholder specifies a choice on the proxy, the shares of Common
Stock represented by the proxy will be voted for the nominees as specified. If
no specification is made and the power to vote the shares is not withheld, the
shares represented by the proxy will be voted "FOR" each nominee for director
named on the proxy.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" APPROVAL OF THIS PROPOSAL IN ORDER TO ELECT THE DIRECTORS FOR THE
TERMS SET FORTH ABOVE.
NOMINEES FOR ELECTION TO TERM EXPIRING 2000 ANNUAL MEETING
================================================================================
DAVID G. BANNISTER
Director Since 1993
Age 41
Mr. Bannister is a Managing Director in the Transportation Group of Alex. Brown
& Sons Incorporated and has been employed by that firm in various capacities
since 1983. Mr. Bannister is also a director of Landstar System, Inc.
================================================================================
A. MITCHELL POOLE, JR.
Director Since 1990
Age 49
Mr. Poole has been President and Chief Operating Officer of the Company since
December 1995. Prior to December 1995, Mr. Poole served as Executive Vice
President and Chief Financial Officer of the Company. Mr. Poole joined Allied
Systems, Ltd. in 1988 as Senior Vice President and Chief Financial Officer. He
was appointed President of Allied Industries Incorporated in December 1990 and
continues to serve in such capacity. Prior to joining the Company in 1988, Mr.
Poole was an audit partner with Arthur Andersen LLP, independent public
accountants.
================================================================================
ROBERT J. RUTLAND
Director Since 1965
Age 55
Mr. Rutland has been Chairman and Chief Executive Officer of the Company since
December 1995. Mr. Rutland served as President and Chief Executive Officer of
the Company from 1986 to December 1995. Prior to October 1993, Mr. Rutland was
Chief Executive Officer of each of the Company's subsidiaries. Mr. Rutland is a
member of the Board of Directors of Fidelity National Bank, a national banking
association.
================================================================================
2
<PAGE> 5
INCUMBENT DIRECTORS - TERMS EXPIRING 1999 ANNUAL MEETING
================================================================================
BERNARD O. De WULF
Director Since 1993
Age 48
Mr. De Wulf has been Vice Chairman and an Executive Vice President of the
Company since October 1993. Prior to such time, Mr. De Wulf was Vice Chairman
of each of the Company's subsidiaries. Mr. De Wulf was Vice Chairman of Auto
Convoy Co. from 1983 until 1988 when the Company and Auto Convoy Co. became
affiliated.
================================================================================
GUY W. RUTLAND, III
Director Since 1964
Age 60
Mr. Rutland was elected Chairman Emeritus in December 1995. Mr. Rutland served
as Chairman of the Board of the Company from 1986 to December 1995. Prior to
October 1993, Mr. Rutland was Chairman or Vice Chairman of each of the
Company's subsidiaries.
================================================================================
ROBERT R. WOODSON
Director Since 1993
Age 65
Mr. Woodson will retire from his position as Chairman of John H. Harland
Company on April 25, 1997, and will remain as a member of the Board of
Directors. Mr. Woodson was also the President and Chief Executive Officer of
John H. Harland Company prior to October 1995. Mr. Woodson also serves as a
director of Haverty Furniture Companies, Inc.
================================================================================
3
<PAGE> 6
INCUMBENT DIRECTORS - TERMS EXPIRING 1998 ANNUAL MEETING
================================================================================
GUY W. RUTLAND, IV
Director Since 1993
Age 33
Mr. Rutland has been Vice President of the Company since October 1993 and Vice
President - Reengineering Core Team of Allied Automotive Group, Inc., since
November 1996. From January 1996 to November 1996 Mr. Rutland was Assistant
Vice President of the Central and Southeast Region of Operations for Allied
Systems, Ltd. From March 1995 to January 1996 Mr. Rutland was Assistant Vice
President of the Central Division of Operations for Allied Systems, Ltd. From
June 1994 to March 1995, Mr. Rutland was Assistant Vice President of the
Eastern Division of Operations for Allied Systems, Ltd. From 1993 to June 1994
Mr. Rutland was assigned to special projects with an assignment in Industrial
Relations/Labor Department and from 1988 to 1993, Mr. Rutland was Director of
Performance Management.
================================================================================
JOSEPH W. COLLIER
Director Since 1995
Age 54
Mr. Collier was appointed as a director of the Company in December 1995. Mr.
Collier has been the President of Allied Automotive Group, Inc. since December
1995. Mr. Collier had been Executive Vice President of Marketing and Sales and
Senior Vice President of Allied Systems, Ltd. since 1991. Prior to joining the
Company in 1979, Mr. Collier served in management positions with Bowman
Transportation and also with the Federal Bureau of Investigation.
================================================================================
BERNER F. WILSON, JR.
Director Since 1993
Age 58
Mr. Wilson has been Vice President of the Company since October 1993 and Vice
Chairman of the Board of Directors and Secretary since December 1995. Prior to
October 1993, Mr. Wilson was an officer or Vice Chairman of several of the
Company's subsidiaries. Mr. Wilson joined the Company in 1974 and has held
various finance, administration, and operations positions.
================================================================================
OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
All directors have served continuously since their first election or
appointment. Robert J. Rutland and Guy W. Rutland, III are brothers. Guy W.
Rutland, IV is the son of Guy W. Rutland, III. The Board of Directors held
four meetings during 1996. Each director attended at least 75% of the meetings
of the Board of Directors and the meetings of committees of which he was a
member. The Board of Directors has two standing committees. Certain
information regarding the function of the Board's committees, their present
membership, and the number of meetings held by each committee during 1996 is
presented below.
4
<PAGE> 7
AUDIT COMMITTEE
The Audit Committee annually reviews and recommends to the Board of
Directors the certified public accounting firm to be engaged as independent
auditors of the Company for the next calendar year, reviews the plans and
results of the audit engagement with the independent auditors, inquires as to
the adequacy of the Company's internal accounting controls, and considers each
professional service provided by the independent auditors and whether the
providing of such service impairs the independence of the auditors. The
members of the Audit Committee are David G. Bannister, A. Mitchell Poole, Jr.
and Robert R. Woodson. During 1996, the Audit Committee held two meetings.
COMPENSATION COMMITTEE
The Compensation Committee periodically reviews the compensation and
other benefits provided to officers of the Company and advises the Board of
Directors with respect to compensation for the officers of the Company. The
members of the Compensation Committee are David G. Bannister and Robert R.
Woodson. Robert J. Rutland participated in an advisory capacity in the meeting
of the Compensation Committee. Mr. Rutland is not authorized to vote upon any
matters of the Compensation Committee. During 1996, the Compensation Committee
held three meetings.
COMPENSATION OF DIRECTORS
Each director of the Company who is not also an employee receives an
annual fee of $12,000 and a fee of $2,000 for each meeting of the Board
attended, plus reimbursement of expenses incurred in attending meetings. No
additional fee will be paid for committee meetings held the same day as Board
meetings.
5
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information about beneficial
ownership of the Common Stock as of March 27, 1997 by (i) each director and
executive officer of the Company named herein, and (ii) all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
beneficial owners of the Common Stock listed below have sole voting and
investment power with respect to all shares shown as beneficially owned by
them.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficial Owner Beneficially Owned Shares Outstanding
---------------- ------------------ ------------------
<S> <C> <C>
Robert J. Rutland(1)........... 1,256,469 16.1
Guy W. Rutland, III(2)......... 842,551 10.8
Bernard O. De Wulf(3).......... 572,750 7.3
Guy W. Rutland, IV(4).......... 687,311 8.8
A. Mitchell Poole, Jr(5)....... 226,200 2.9
Berner F. Wilson, Jr........... 225,710 2.9
Joseph W. Collier (6)......... 11,000 *
David G. Bannister............. 3,000 *
Robert R. Woodson.............. 4,000 *
All executive officers and
directors as a group(7)
(12 persons).................. 3,861,191 49.4
</TABLE>
- -----------------
*Less than 1% not applicable
(1) Includes 18,099 shares owned by his wife to which he disclaims
beneficial ownership and 25,000 shares owned by him under the
Restricted Stock Plan which are subject to transfer restrictions.
(2) Includes 18,099 shares owned by his wife and 67,800 shares owned by
a private foundation to which he disclaims beneficial ownership.
(3) Includes 165,000 shares held in trust for the benefit of his wife
and family members and 2,750 shares held in a limited partnership to
which he disclaims beneficial ownership.
(4) All shares held in a general partnership of which he is a partner.
(5) Includes 20,000 shares owned by him under the Restricted Stock Plan
which are subject to transfer restrictions.
(6) Includes 10,000 shares owned by him under the Restricted Stock Plan
which are subject to transfer restrictions. Does not include options
to acquire 61,000 shares.
(7) Includes 30,000 shares issued under the Restricted Stock Plan which
are subject to transfer restrictions. Does not include options to
acquire 28,800 shares.
6
<PAGE> 9
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information about beneficial
ownership of each person known to the Company to own more than 5% of the
outstanding Common Stock as of March 27, 1997 other than directors of the
Company.
<TABLE>
<CAPTION>
Number of
Shares
Name and Address of Beneficially Percentage of Shares
Beneficial Owner Owned Outstanding
----------------- ----- -----------
<S> <C> <C>
Brinson Partners, Inc.(1) 585,112 7.5
209 South LaSalle
Chicago, Illinois 60604
Private Capital Management, Inc.(2) 1,044,818 13.4
3003 Tamiami Trail N.
Naples, Florida 33940
</TABLE>
- -----------------
(1) According to a Schedule 13G dated February 10, 1997, filed on behalf
of Brinson Partners, Inc. and a subsidiary and its parent companies,
each of which may also be deemed a beneficial owner of the shares
held by Brinson Partners, Inc. by virtue of their corporate
relationships.
(2) According to a Schedule 13G dated March 10, 1997, filed on behalf of
Private Capital Management, Inc. and its affiliates, each of which
may also be deemed a beneficial owner of the shares held by Private
Capital Management, Inc. by virtue of their relationships.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board, which was formed in
December 1993, reviews, administers and monitors the Company's executive
compensation plans, policies and programs.
EXECUTIVE COMPENSATION COMPONENTS
The executive compensation philosophy of the Company is to link
compensation with enhancement of shareholder value. The Company's executive
compensation is based on three principal components, each of which is intended
to support the overall compensation philosophy. The three principal components
are:
Base Salary. Base salary amounts for each of the named executive
officers are specified in their employment agreements. During January 1996, the
Compensation Committee approved amendments to the employment agreements with
the named executive officers to increase the base salary and to extend the
expiration of the agreements through January 2001. In January 1997, the
Compensation Committee approved amendments to Messrs. Wilson and Colliers'
employment agreements to increase the base salary.
Incentive Compensation. In 1996, the Compensation Committee approved
the payment of incentive compensation for the Company's executive officers who
are not parties to employment agreements which provide for bonus compensation.
Incentive
7
<PAGE> 10
compensation for Messrs. Robert Rutland, Poole and Collier for 1996 was paid in
accordance with formulas specified in their employment agreements.
In January 1997, the Compensation Committee approved amendments to
the employment agreements with the named executive officers to allow them to
participate in the Allied Holdings, Inc. EVA Based Incentive Plan ("Incentive
Plan"). Beginning in 1997, incentive compensation for the named executive
officers will be paid in accordance with the Incentive Plan. Economic Value
Added ("EVA") and the Incentive Plan are discussed in detail below.
Stock Compensation. Executive officers are eligible to receive
annual grants of incentive stock options, non- qualified stock options, stock
appreciation rights, restricted stock, performance units and performance shares
under the Company's Long-Term Incentive Plan. In December 1996, the
Compensation Committee approved restricted stock awards to Messrs. Robert
Rutland, Poole and Collier. The Long-Term Incentive Plan is discussed
elsewhere in this proxy.
EVA AND THE INCENTIVE PLAN
The primary objective of the Company in regard to executive
compensation is to link compensation with shareholder value. To that end, the
Company has adopted a more formalized approach to measuring value creation
through the EVA framework. The Company together with Stern Stewart & Co., the
financial advisory firm that pioneered the EVA framework, undertook a
five-month project during 1996 to create and install an EVA based performance
measurement and incentive compensation system. The proprietary EVA financial
measure can be defined as net operating profits after tax ("NOPAT"), less a
capital charge for the average operating capital employed. NOPAT is a measure
of operating results which differs from normal accounting profit due to the
adjustment for certain non-economic charges. The Company and Stern Stewart
believe that EVA more accurately measures shareholder value created than
traditional performance measures such as return on assets, earnings per share
and return on equity.
EVA provides a framework that enables management to make decisions
that will build long-term value for the Company and its shareholders rather
than focus on short-term results. In 1997, EVA will be the measure used to
determine incentive compensation for senior management.
CEO COMPENSATION
The Compensation Committee believes that Robert J. Rutland's
compensation as Chief Executive Officer appropriately relates to short and long
term performance. Mr. Rutland's compensation in 1996 was $427,000 as provided
by his employment agreement. Additionally, Mr. Rutland was paid a bonus in an
amount equal to $121,620 for 1996 which was calculated in accordance with a
formula set forth in his employment agreement. The Compensation Committee
believes that the employment agreement provides for appropriate compensation to
Mr. Rutland based upon the measures described above for determining executive
officer compensation. The Compensation Committee considers the compensation
received by Mr. Rutland to be comparable to chief executive officers of other
leading companies engaged in transportation.
David G. Bannister Robert R. Woodson
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
Remuneration paid in 1996, 1995 and 1994 to executive officers is
set forth on the following table:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Restricted Underlying
Name and Principal Stock Options/SAR All Other
Position Year Salary Bonus Awards(1) Awards (#) Compensation(2)
-------- ---- ------ ----- ------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Rutland 1996 $427,000 $121,620 200,000 -- $13,667
Chairman and Chief 1995 424,493 143,180 -- -- 14,380
Executive Officer 1994 409,000 284,140 -- -- 14,703
Bernard O. De Wulf 1996 320,000 75,000 -- -- 3,917
Vice Chairman and 1995 318,370 100,000 -- -- 5,217
Executive Vice 1994 306,750 150,000 -- -- 3,488
President
A. Mitchell Poole, Jr. 1996 290,000 121,620 160,000 -- 991
President and Chief 1995 265,302 143,180 -- -- 910
Operating Officer 256,752 256,752 -- -- 886
Berner F. Wilson, Jr. 1996 175,000 75,000 -- -- 1,565
Vice Chairman and 1995 159,179 100,000 -- -- 2,450
Secretary 1994 153,370 150,000 -- -- 1,413
Joseph W. Collier 1996 175,000 60,816 80,000 -- --
President - Allied 1995 131,485 100,000 -- 50,000 --
Automotive Group, Inc. 1994 114,437 150,000 -- -- --
</TABLE>
- ---------------------
(1) Represents dollar value of awards granted in 1996 based on the closing
market price on December 31, 1996. Under the Restricted Stock Plan,
restrictions lapse over a five year period, 20% per year, commencing
on the first anniversary of the date of grant.
(2) Unless otherwise noted, all amount in this column are insurance
premiums paid on behalf of the named executive officers.
OPTION EXERCISE AND VALUES FOR LAST FISCAL YEAR
The following table sets forth as to each of the named executive
officers information with respect to option exercises during 1996 and the
status of their options on December 31, 1996 (i) the number of shares of Common
Stock underlying options exercised during 1996, (ii) the aggregate dollar value
realized upon the exercise of such options, (iii) the total number of
exercisable and non-exercisable stock options held on December 31, 1996 and
(iv) the aggregate dollar value of in-the-money exercisable options on December
31, 1996.
9
<PAGE> 12
AGGREGATED OPTION EXERCISE DURING LAST
FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised In-
Shares Number of Unexercised the-Money Options at Fiscal
Acquired Options at Fiscal Year End Year End(1)
Upon Value -------------------------- -----------
Exercise of Realized Upon
Name Option Exercise Exercisable Unexercisable Exercisable Unexercisable
---- ------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Rutland -- -- -- -- -- --
Bernard O. De Wulf -- -- -- -- -- --
A. Mitchell Poole, Jr. -- -- -- -- -- --
Berner F. Wilson, Jr. -- -- -- -- -- --
Joseph W. Collier -- -- 10,500 50,500 -- --
</TABLE>
(1) In accordance with the S.E.C.'s rules, values are calculated by
subtracting the exercise price from the fair market value of the
underlying Common Stock. For purposes of this table, fair market
value is deemed to be $7.50, the average of the high and low Common
Stock price reported on the NASDAQ National Market on December 31,
1996.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Messrs. Robert Rutland, De Wulf, Poole, Wilson and Collier have
entered into employment agreements with the Company. These agreements, which
are substantially similar, are for five year terms ending in January 2001 and
provide for compensation to the officers in the form of annual base salaries in
the amount of $427,000 for Robert Rutland, $320,000 for Mr. De Wulf, $290,000
for Mr. Poole, $175,000 for Mr. Wilson, and $175,000 for Mr. Collier in 1996,
plus percentage annual increases based upon the Consumer Price Index and other
factors. In January 1997, the employment agreements with Messrs. Wilson and
Collier were amended to increase the annual base pay for 1997 to $200,000.
The employment agreements also provide that in the event of (i) an
officer's termination of employment by the Company other than for cause, (ii)
termination by the officer for reasons such as a material change by the Company
in the officer's duties and responsibilities or as a result of a merger or
consolidation of the Company, or (iii) the death or disability of the officer,
the officer shall receive severance benefits from the Company. These severance
benefits include a cash payment in an amount equal to two times the annual base
salary plus the average of the previous two years' bonus payments for the
applicable officer. The Company is also required to provide to the officer
group medical and hospitalization benefits and related benefits for a period of
one year.
LONG-TERM INCENTIVE PLAN
The Company has adopted a Long-Term Incentive Plan (the "LTI Plan")
pursuant to which an aggregate of 400,000 shares of Common Stock could be
issued. The LTI Plan authorizes the Company to grant incentive stock options,
non-qualified stock options, stock appreciation rights, restricted stock,
performance units and performance shares to eligible employees as determined by
10
<PAGE> 13
the LTI Plan. The LTI Plan was adopted and approved by the Board of Directors
and shareholders in July 1993.
The Compensation Committee elects those employees to whom awards are
granted under the LTI Plan and determines the number of performance units,
performance shares, shares of restricted stock, and stock appreciation rights
granted pursuant to each award and prescribes the terms and conditions of each
such award.
Nonqualified Stock Option Plan
During 1996 the Company granted options to purchase 34,000 shares of
the Company's Common Stock at a price per share of $9.00. The options are
granted pursuant to the non-qualified stock option provisions set forth in the
LTI Plan and are not intended to qualify as incentive stock options within the
meaning of the Internal Revenue Code of 1986, as amended. A maximum of 300,000
shares may be issued as non-qualified options under the provisions of the LTI
Plan. Options granted become exercisable after one year in 20% or 33 1/3%
increments per year and expire ten years from the date of the grant. There
were 41,867 options exercisable at December 31, 1996.
Restricted Stock Plan
Effective December 19, 1996 the Company adopted the Allied Holdings,
Inc. Restricted Stock Plan ("Restricted Stock Plan") pursuant to authority
granted by the LTI Plan. The awards granted under the Restricted Stock Plan
vest over five years, 20% per year commencing on the first anniversary of the
date of grant. Effective December 19, 1996 the Company awarded an aggregate of
85,000 shares, with a value of $680,000 as of the date of grant.
STOCK APPRECIATION RIGHTS PLAN
The Board of Directors of the Company adopted the Allied Holdings,
Inc. Stock Appreciation Rights Plan effective January 1, 1997 (the "SAR Plan").
The purpose of the SAR Plan is to provide deferred compensation to certain
management employees of the Company. Such deferred compensation shall be based
upon the award of stock appreciation rights units, the value of which are
related to the appreciation in fair market value of the Common Stock. All
payments under the SAR Plan will be in cash. The Compensation Committee shall
determine the applicable terms for each award under the SAR Plan. There has
been no grants under the SAR Plan as of the date of this proxy.
EVA BASED INCENTIVE PLAN
The Board of Directors of the Company adopted the Incentive Plan
effective January 1, 1997. The Incentive Plan's objectives are to focus on
(i)creating shareholder value and reward participants significantly when
achieved, and (ii) sustaining, continuous performance improvement.
The Incentive Plan is administered by the Compensation Committee.
Under the Incentive Plan, incentive compensation will be directly linked to
changes in EVA. EVA will be measured for each of the Company's major operating
units and will reward participants for increases in EVA and penalize such
employees for any decreases in EVA. Management employees designated as
participants by the Chairman and President of the Company and approved by the
Compensation Committee are
11
<PAGE> 14
eligible to participate in the Incentive Plan. Target bonus amounts will be
determined for each participant by the Chairman and President and approved by
the Compensation Committee.
A Participant's target bonus will either be based solely on the
performance of the Company on a consolidated basis or on the performance of a
subsidiary or a business unit and the Company. For example, a target bonus
might be based seventy-five percent (75%) on a business unit or a subsidiary
and twenty-five percent (25%) on the Company's consolidated results.
Annually, an actual bonus will be declared for each Participant based
on the comparison of the change in EVA to the expected change in EVA. If the
change in EVA is exactly equal to the expected change in EVA, the actual bonus
will equal the target bonus. The actual bonus for any calendar year will be
higher than the target bonus if the change in EVA is higher than the expected
change in EVA and lower if the change in EVA is lower than the expected change
in EVA. Such adjustment shall be established by the Compensation Committee in
its sole discretion.
The actual bonus declared for each Participant with respect to any
calendar year will be allocated to the Participants' bonus bank, within 30 days
after the amount of the actual bonus for such year is determined. If, after the
allocation with respect to any calendar year, the balance in the Participants'
bonus bank is less than or equal to the Participants' target bonus for such
year, the entire amount in the bonus bank will be paid as soon as practicable
but in no event later than 15 days following such allocation. If the balance in
the bonus bank is greater than the target bonus, the Participant will be paid
the target bonus plus one-third of the remainder of the bonus bank balance.
Amounts remaining in the bonus bank will be carried forward to future years.
Negative bonuses may be declared if the change in EVA for any calendar year is
significantly below the expected change in EVA for such year and negative
bonuses declared will be subtracted from the bonus bank.
Ninety-five percent (95%)of the portion of the actual bonus payable to
a Participant with respect to any calendar year will be paid to the
Participants in cash and five percent (5%) will be paid in the form of stock
appreciation rights, pursuant to the SAR Plan.
12
<PAGE> 15
RETIREMENT PLANS
The Company maintains a tax qualified benefit pension plan (the
"Retirement Plan"). The table set forth below illustrates the total combined
estimated annual benefits payable under the Retirement Plan to eligible
salaried employees for years of service assuming normal retirement at age 65.
Allied Defined Benefit Pension Plan
<TABLE>
<CAPTION>
Years of Service
----------------
Remuneration 10 15 20 25 30 35
------------ -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
100,000 20,000 30,000 40,000 50,000 50,000 50,000
125,000 25,000 37,500 50,000 62,500 62,500 62,500
150,000 30,000 45,000 60,000 75,000 75,000 75,000
175,000 32,000 48,000 64,000 80,000 80,000 80,000
200,000 32,000 48,000 64,000 80,000 80,000 80,000
225,000 32,000 48,000 64,000 80,000 80,000 80,000
250,000 32,000 48,000 64,000 80,000 80,000 80,000
275,000 32,000 48,000 64,000 80,000 80,000 80,000
300,000 32,000 48,000 64,000 80,000 80,000 80,000
</TABLE>
The Retirement Plan uses average compensation, as defined by the
Retirement Plan, paid to an employee by the plan sponsor during a plan year
for computing benefits. Compensation includes bonuses and any amount
contributed by a plan sponsor on behalf of an employee pursuant to a salary
reduction agreement which is not includable in the gross income of the employee
under Internal Revenue Code ("IRC") Section 125, 402(a)(8), or 402(h).
However, compensation in excess of the IRC Section 401(a)(17) limit shall not
be included. The limit for 1996 was $150,000 and for 1997 is $160,000.
The compensation covered by the Retirement Plan for Messrs, Robert
Rutland, De Wulf, Poole, Wilson, and Collier is $160,000.
The estimated years of credited service for each of the current
executives as of December 31, 1996 is as follows:
<TABLE>
<CAPTION>
Years of Credited Service
Name as of December 31, 1996
---- -----------------------
<S> <C>
Robert J. Rutland 32.7
Berner F. Wilson 22.0
Joseph W. Collier 17.0
Bernard O. De Wulf 13.0
A. Mitchell Poole, Jr. 8.7
</TABLE>
The benefits shown in the Pension Plan Table are payable in the form
of a straight life annuity commencing at age 65. There is no reduction for
social security benefits or other offset amounts.
13
<PAGE> 16
CERTAIN TRANSACTIONS
The Company leases the space in the building in which its headquarters
is located from DELOS, a general partnership of which Messrs. Rutland, III,
Robert Rutland, and Wilson are beneficially the sole general partners. The
aggregate rents paid by the Company to DELOS in 1996 were $1,030,139. During
January 1997, the Company extended the lease with DELOS to expire December 31,
2007. The Company provided loans to DELOS in the aggregate amount of $573,419
which bear interest at the rate of 6% per annum. The outstanding balance of
principal and accrued interest thereon regarding the loans is due and payable
on November 30, 1998.
The Company paid Capital Management Services, Inc., a company
controlled by Messrs. Rutland, III and Robert Rutland's brother-in-law, $40,000
in 1995 and $80,000 in 1996 to manage a construction project.
David G. Bannister, a director and member of the Compensation
Committee of the Company, is a Managing Director of Alex. Brown & Sons
Incorporated.
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(stock price appreciation plus dividend) on the Company's Common Stock with the
cumulative total return of the Nasdaq Stock Market (U. S. Companies) and of the
Nasdaq Trucking and Transportation Companies for the period beginning September
30, 1993, the date on which the Common Stock was registered under the
Securities Exchange Act of 1934, as amended, through and including December 31,
1996.
COMPARISON OF CUMULATIVE TOTAL RETURN
RESEARCH TOTAL RETURN - DATA SUMMARY
<TABLE>
<CAPTION>
HAUL
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------------------------
9/93 12/93 3/94 6/94 9/94 12/94 3/95 6/95 9/95 12/95 3/96 6/96 9/96 12/96
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALLIED HLDGS INC HAUL 100 155 136 109 106 86 77 63 57 62 64 75 73 57
NASDAQ STOCK MARKET - US INAS 100 102 98 93 101 100 109 124 139 141 148 160 165 173
NASDAQ TRUCKING & TRANSPORTATION INTT 100 106 106 98 101 96 101 110 113 112 123 122 116 124
</TABLE>
15
<PAGE> 18
2. AMENDMENT TO LTI PLAN
The LTI Plan was adopted by the Company in 1993. The LTI Plan is
intended to provide additional incentives to the officers and key employees of
the Company and its subsidiaries and affiliates whose contributions are
substantial and essential to the continued growth and success of the business
of the Company. The LTI Plan is also intended to motivate eligible officers and
employees to perform their responsibilities in the best interests of the
Company and to attract and retain competent, qualified and dedicated persons
whose efforts will result in the long-term growth and profitability of the
Company.
The LTI Plan provides that 400,000 shares of the Common Stock of the
Company may be issued pursuant to the various components of the LTI Plan. The
Company has issued options and other grants providing the recipients with the
right to acquire 256,050 shares of the Common Stock of the Company. The Board
of Directors has determined that it is in the best interests of the Company to
amend the LTI Plan in order to provide that an additional 250,000 shares of the
Common Stock may be issued pursuant to the LTI Plan in order to further the
intentions of the Plan. The Board of Directors approved an amendment to the LTI
Plan in the form of Exhibit A.
The Board of Directors has no present intention to issue additional
shares of the Common Stock pursuant to the LTI Plan but has determined that
additional shares will be necessary to meet the needs of the Company in regard
to the LTI Plan in the future.
If a shareholder specifies a choice on the proxy, the shares of Common
Stock represented by the proxy will be voted for the approval of the proposal
to amend the LTI Plan. If no specification is made and the power to vote the
shares is not withheld, the shares represented by the proxy will be voted "FOR"
the proposal to amend the LTI Plan.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" APPROVAL OF THE PROPOSAL TO AMEND THE LTI PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE LTI PLAN FROM
400,000 SHARES TO 650,00 SHARES.
RELATIONSHIP WITH INDEPENDENT AUDITOR
The Board of Directors, upon the recommendation of the Audit
Committee, selected Arthur Andersen LLP as independent auditor for the Company
for the year ended December 31, 1996. The Company's auditor is selected for
each year prior to the commencement of the audit for that year and acts as
auditor for the Company for the period ending upon the selection of the auditor
for the following year. Arthur Andersen LLP has acted as independent auditor
for the Company since 1980.
The Company expects representatives of Arthur Andersen LLP to be
present at the annual meeting of shareholders and expects that they will have
the opportunity to make a statement if they desire to do so. It is further
anticipated that such representatives will be available to respond to
appropriate questions.
16
<PAGE> 19
SHAREHOLDER PROPOSALS
Any proposal that a shareholder intends to present at the 1998 Annual
Meeting must be received at 160 Clairemont Avenue, Suite 510, Decatur, Georgia
30030 addressed to the attention of A. Mitchell Poole, Jr., President and Chief
Operating Officer, not later than December 19, 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
10% of the Common Stock, to file reports of ownership and changes in ownership
of the Common Stock with the Securities and Exchange Commission and the Nasdaq
Stock Market. Officers, directors and greater than 10% beneficial owners are
required by applicable regulations to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during the 1996 fiscal year all filing
requirements applicable to its officers, directors and 10% shareholders were
complied with.
OTHER MATTERS
Action will be taken on whatever other matters may properly come
before the meeting. Management of the Company is not aware of any other
business matters to be considered at the annual meeting except the Report of
Management and presentation of financial statements. If any other matters
properly come before the meeting, the persons named in the enclosed Proxy will
have discretionary authority to vote all proxies with respect to such matters
and in accordance with the recommendations of management of the Company.
No director has informed the Company that he intends to oppose any
recommended action as specified in this Proxy Statement. With the exception of
election to office, no director or officer has a substantial interest in any
matter to be acted upon.
Management of the Company urges you to sign and return the enclosed
Proxy promptly whether or not you expect to be present at the meeting. No
postage is necessary if mailed in the United States. IF YOU DO ATTEND, YOU MAY
THEN WITHDRAW YOUR PROXY.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO A. MITCHELL POOLE, JR., 160
CLAIREMONT AVENUE, SUITE 510, DECATUR, GEORGIA 30030, A COPY OF THE COMPANY'S
1996 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) WILL BE PROVIDED FREE OF
CHARGE. EXHIBITS TO FORM 10-K WILL BE PROVIDED UPON REQUEST AND PAYMENT OF
REASONABLE COST, IF ANY, OF REPRODUCTION AND DELIVERY.
17
<PAGE> 20
EXHIBIT A
FIRST AMENDMENT TO ALLIED HOLDINGS, INC.
LONG-TERM INCENTIVE PLAN
WHEREAS, Allied Holdings, Inc. (the "Company") has previously adopted
the Allied Holdings, Inc. Long-Term Incentive Plan ( the "Plan");
WHEREAS, pursuant to Section 14.1 of the Plan, the Company's Board of
Directors and shareholders have retained the right to amend the Plan;
WHEREAS, the Company's Board of Directors now desires to amend the
Plan, subject to shareholder approval.
NOW, THEREFORE, in consideration of the premises and by resolution of
the Company's Board of Directors, the Plan is hereby amended as follows,
subject to approval by the Company's shareholders:
Section 4.1 of the Plan shall be deleted in its entirety and the
following shall be substituted in its place:
4.1 Number of Shares. The maximum number of Shares that
may be issued or transferred pursuant to Options and Awards under this
Plan shall be Six Hundred Fifty Thousand (650,000) Shares (or such
number and kind of Shares of stock or other securities to which such
Shares are adjusted upon a Change in Capitalization pursuant to
Article XI hereof) and the Company shall reserve for the purposes of
this Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury, or partly out of each, such number of
Shares as shall be determined, from time to time, by the Board so long
as the aggregate number of Shares so reserved shall not exceed the
maximum set forth above.
Dated: February 26, 1997
<PAGE> 21
APPENDIX
DETACH HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ALLIED HOLDINGS, INC.
PROXY
The undersigned hereby acknowledges receipt of the notice of the annual
meeting of the shareholders of Allied Holdings, Inc. (the "Company") to be held
on May 22, 1997 at 10:00 a.m., local time, at the Conference Center, Decatur
Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030 ("Annual Meeting"),
and the Proxy Statement attached thereto, and does hereby appoint Robert J.
Rutland and A. Mitchell Poole, Jr. or either of them (with full power to act
alone), the true and lawful attorney(s) of the undersigned with power of
substitution, for and in the name of the undersigned, to represent and vote, as
designated below, all of the shares of no par value common stock of the Company
which the undersigned is entitled to vote at the Annual Meeting, or at any
adjournment or adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH
NOMINEE LISTED IN PROPOSAL NUMBER 1, FOR PROPOSAL NUMBER 2 AND UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN ACCORDANCE WITH THE BEST
JUDGEMENT OF THE PROXY HOLDER. THIS PROXY MAY BE REVOKED BY ATTENDING THE
MEETING AND VOTING IN PERSON, OR BY FILING A SUBSEQUENT PROXY WITH THE
SECRETARY OF THE COMPANY PRIOR TO OR AT THE TIME OF THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE /
SIDE
<PAGE> 22
ALH F
DETACH HERE
PLEASE MARK
/x/ VOTES AS IN
THIS EXAMPLE.
1. Election of Directors
FOR THREE-YEAR TERMS EXPIRING ANNUAL MEETING 2000:
NOMINEES: David G. Bannister, A. Mitchell Poole, Jr.
Robert J. Rutland
FOR WITHHELD
/ / / /
MARK HERE
FOR ADDRESS / /
/ / _________________________________________ CHANGE AND
Instructions: To withhold authority to vote for NOTE BELOW
any individual nominee write that nominee's
name on the space provided above.
2. Proposal to amend the Company's FOR AGAINST ABSTAIN
Long-Term Incentive Plan ("Plan") / / / / / /
in order to increase the number of
shares subject to the Plan from
400,000 to 650,000 shares.
3. In their discretion, upon such other matters as may properly come before
the meeting, or any adjournment or adjournments thereof.
I hereby revoke all proxies by me heretofore given for any meeting of the
shareholders of the Company.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
POSTAGE PAID ENVELOPE.
Please sign your proxy exactly as your name appears at left. When signing as
an attorney, executor, administrator, trustee, or guardian, give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in a partnership name
by authorized person. WHEN SHARES ARE HELD BY JOINT TENANTS, OR IN THE NAME
OF TWO OR MORE PERSONS, ALL SHOULD SIGN.
Signature:_______________ Date:________ Signature:______________ Date:_________
