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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 -
Commission File Number 0-22276
ALLIED HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-0360550
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(State or other jurisdiction of (I.R.S. Employer ID Number)
incorporation or organization)
160 Clairemont Avenue, Suite 510, Decatur, Georgia 30030
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 370-1100
-----------------------------
Securities registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
--------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by referenced in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]
As of March 12, 1997 Registrant had outstanding 7,810,000 shares of common
stock. The aggregate market value of the common stock held by nonaffiliates of
the Registrant, based upon the closing sales price of the common stock on March
12, 1997 as reported on the NASDAQ Stock Market, was approximately $31,590,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for Registrant's 1997 Annual Meeting of
Shareholders to be held May 2, 1997 are incorporated by reference in Part III.
The total number of pages in this document is 30.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
INDEX TO FINANCIAL STATEMENTS
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Report of Independent Public Accountants.................... F-1
Consolidated Balance Sheets at December 31, 1996 and 1995........ F-2
Consolidated Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994................ F-3
Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended December 31, 1996, 1995 and 1994..... F-4
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994.......................... F-5
Notes to Consolidated Financial Statements....................... F-6
(2) Financial Statement Schedules:
</TABLE>
INDEX TO FINANCIAL STATEMENT SCHEDULES
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Report of Independent Public Accountants......................... S-1
Schedule II - Valuation and Qualifying Accounts for the Years
Ended December 31, 1996, 1995 and 1994........................... S-2
</TABLE>
All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
(b) Reports on Form 8-K - None.
(c) Exhibits;
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EXHIBIT DESCRIPTION
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(1) 3.1 Amended and Restated Articles of Incorporation of the Company.
(1) 3.2 Amended and Restated Bylaws of the Company.
(1) 4.1 Specimen Common Stock Certificate.
10.1 Form of the Company's Employment Agreement with executive officers.
(1) 10.2 The Company's Long Term Incentive Plan dated July 1993.
(2) 10.3 The Company's 401(k) Retirement Plan and Defined Benefit Pension Plan and Trust.
(1) 10.4 Lease Agreement relating to the Company's main office between Allied and DELOS dated
April 1, 1993, as amended.
10.5 Form of 12% Senior Subordinated Notes due February 1, 2003.
(3)* 10.6 Agreement between the Company and Ford Motor Company, as amended.
(3)* 10.7 Agreement between the Company and Chrysler Corporation.
21.1 List of subsidiary corporations.
24.1 Consent of Arthur Andersen LLP.
25.1 Powers of Attorney.
</TABLE>
(1) Incorporated by reference from Registration Statement (File Number
33-66620) as filed with the Securities and Exchange Commission on July
28, 1993 and amended on September 2, 1993 and September 17, 1993 and
deemed effective on September 29, 1993.
(2) Incorporated by reference from Registration Statement (File Number
33-76108) as filed with the Securities and Exchange Commission on
March 4, 1994 and deemed effective on such date, and Annual Report on
Form 10-K for the year ended December 31, 1993.
(3) Request for confidential treatment of portions of the contract has
been filed with the Securities and Exchange Commission.
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ALLIED HOLDINGS, INC.
Date: August 28, 1997
By:/s/ A. Mitchell Poole, Jr.
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A. Mitchell Poole, Jr., President,
Chief Operating Officer,
Chief Financial Officer,
and Assistant Secretary
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(1) 3.1 Amended and Restated Articles of Incorporation of the Company.
(1) 3.2 Amended and Restated Bylaws of the Company.
(1) 4.1 Specimen Common Stock Certificate.
10.1 Form of the Company's Employment Agreement with executive officers.
(1) 10.2 The Company's Long Term Incentive Plan dated July 1993.
(2) 10.3 The Company's 401(k) Retirement Plan and Defined Benefit Pension Plan and Trust.
(1) 10.4 Lease Agreement relating to the Company's main office between Allied and DELOS dated
April 1, 1993, as amended.
10.5 Form of 12% Senior Subordinated Notes due February 1, 2003.
(3)* 10.6 Agreement between the Company and Ford Motor Company, as amended.
(3)* 10.7 Agreement between the Company and Chrysler Corporation.
21.1 List of subsidiary corporations.
24.1 Consent of Arthur Andersen LLP.
25.1 Powers of Attorney.
</TABLE>
(1) Incorporated by reference from Registration Statement (File Number
33-66620) as filed with the Securities and Exchange Commission on July
28, 1993 and amended on September 2, 1993 and September 17, 1993 and
deemed effective on September 29, 1993.
(2) Incorporated by reference from Registration Statement (File Number
33-76108) as filed with the Securities and Exchange Commission on
March 4, 1994 and deemed effective on such date, and Annual Report on
Form 10-K for the year ended December 31, 1993.
(3) Request for confidential treatment of portions of the contract has
been filed with the Securities and Exchange Commission.
* Filed herewith.
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EXHIBIT 10.6
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AMENDMENT III
TO AGREEMENT DATED APRIL 3, 1992 BETWEEN
FORD MOTOR COMPANY AND ALLIED SYSTEMS, INC.
EFFECTIVE JULY 1, 1995
Allied Systems/Auto Haulaway and Ford Motor Company are parties to a
vehicle haulaway contract covering the transportation of automobiles to and
from various points in intrastate, interstate and international commerce.
In order to clarify the terms under which the contract was negotiated,
Allied Systems/Auto Haulaway and Ford Motor Company desire to amend the
Contract as follows:
CONTRACT CONSOLIDATION
Ford agrees to consolidate Auto Haulaway's business into Allied's
contract for the term specified below, under CONTRACT TERM ADDENDUM. Except for
the changes specified in this Amendment, all other contract terms and
conditions identified in Allied's and Auto Haulaway's base contract will
continue to apply throughout the term of this Agreement, or until such time a
new consolidated contract is established.
CONTRACT TERM ADDENEDUM
PARAGRAPH I
Ford agrees to extend Allied's current Contract term one year and two
months to May 31, 1999. As aforementioned in the above paragraph, this
extension also applies to the Canadian, Auto Haulaway business. After
expiration, this contract shall continue from month-to-month unless canceled by
either party upon thirty (30) days written notice.
[ ]*
IN WITNESS THEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized representative on this 22nd day of August,
1997.
ALLIED AUTOMOTIVE GROUP FORD MOTOR COMPANY
By: By:
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Title: Title:
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Attest: Attest:
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Title: Title:
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AMENDMENT II
TO AGREEMENT DATED APRIL 3 1992 BETWEEN
FORD MOTOR COMPANY AND ALLIED SYSTEMS, LTD
EFFECTIVE AUGUST 1, 1994
Allied Systems, Ltd. and Ford Motor Company are parties to a vehicle
haulaway contract covering the transportation of automobiles to and from
various points in interstate and intrastate commerce.
In order to clarify the terms under which the contract was negotiated,
Allied Systems, Ltd. and Ford Motor Company desire to amend the Contract as
follows:
CONTRACT TERM ADDENDUM
PARAGRAPH 1
Allied and Ford agree to extend the contract term one (1) year. This agreement
will end on March 31, 1998. After expiration, this agreement shall continue
from month to month unless canceled by either party upon thirty (30) days
written notice.
[ ]*
IN WITNESS THEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized representative on this 14th day of September
1994.
FORD MOTOR COMPANY ALLIED SYSTEMS, LTD.
BY: BY:
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TITLE: TITLE:
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ATTEST: ATTEST:
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AGREEMENT
This Agreement is made as of the 3rd day of April 1992 by and between Allied
Systems, Ltd. ("CARRIER"), a Georgia corporation, more particularly defined on
Exhibit A hereto, with its principal place of business at 160 Clairmont Avenue,
Suite 600, Decatur, GA 30030 and FORD MOTOR COMPANY ("FORD"), a Delaware
corporation, having an office at 17101 Rotunda Drive, Dearborn, Michigan 48121.
WITNESSETH, that
WHEREAS, CARRIER desires to furnish, and FORD desires to receive,
certain transportation services with respect to completed motor vehicles
("Vehicles") to and from various points in interstate and intrastate commerce;
and
WHEREAS, both CARRIER and FORD wish to set forth certain
understandings regarding such service.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth, and for other good and valuable consideration,
receipt of which is hereby acknowledged by the parties, it is agreed as
follows:
1. TERM - This Agreement shall commence on April 3, 1992 and end on
March 31, 1997. After expiration of the initial term, this Agreement shall
continue from month to month unless canceled by either party upon thirty (30)
days written notice.
2. VOLUME/ROUTING - FORD agrees during the term of this Agreement to
maintain CARRIER as the primary carrier for the Vehicles routed through
ramp/plant sites listed in Schedule I ("Facilities") of this Agreement. CARRIER
recognizes that some Facilities may
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close during the term of this Agreement. CARRIER will have the right to bid on
any new traffic routes created by the closure of any Facilities.
FORD will advise CARRIER in advance of distribution areas which may
be adjusted by FORD from time to time as described in Schedule I.
3. APPLICABLE RATES - The vehicle traffic covered by this Agreement
will be subject only to the rates identified in Schedule II and will be
adjusted only with the mutual consent of the parties to this Agreement.
Additionally, it is understood by all parties that the rates will be based on
exact mileage derived from the Rand McNally Milemaker program, to which CARRIER
will subscribe.
4. ECONOMIC RATE ADJUSTMENT - Economic rate adjustments will be made
as described in Schedules III and IIIA.
5. ASSIGNABILITY/TRANSFER OF OWNERSHIP - CARRIER shall not assign this
Agreement or subcontract for the services agreed to be provided herein unless
prior written consent shall have been obtained from FORD. However, nothing in
this Agreement shall prevent CARRIER from utilizing owner/operators or from
"trip leasing" to perform the services described herein. [ ]* If FORD does not
give CARRIER notice of such termination within such [ ]* period, it shall be
conclusively presumed that FORD has consented to the assignment of this
Agreement by the Acquirer.
6. EQUIPMENT - FORD shall provide CARRIER with advance future vehicle
dimensions and loading specifications to permit necessary equipment
modifications CARRIER shall provide all necessary equipment to perform its
obligations hereunder and maintain same in
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good repair. CARRIER shall assume all costs of operation of said equipment and
shall abide by and comply with all applicable laws controlling the performance
of the services to be rendered hereunder and applicable rules and regulations
prescribed by any federal, state, provincial, or municipal authority having the
power to promulgate and enforce such laws, rules and regulations.
7. TRANSPORTATION RESPONSIBILITIES - CARRIER shall transport all
Vehicles from the Facilities, whether tendered by FORD or by a third party
designated by FORD. All such transportation shall be under the terms and
conditions of this Agreement. The acceptance by CARRIER of Vehicles shall
effectuate the terms of this Agreement. CARRIER agrees to perform its
transportation responsibilities in accordance with the instructions contained
in the Ford Rail and Haulaway Vehicle Handling Manual and the Vehicle Shipping
Operations Manual, both of which are incorporated herein by reference and may
be amended from time to time.
8. RECEIPTS
(a) CARRIER agrees to accept responsibility for Vehicles
under the terms of this Agreement at the time Vehicles are physically tendered
to CARRIER by FORD or its agent.
(b) CARRIER agrees to receive signed receipts upon forms
satisfactory to FORD from all persons to whom deliveries shall be made, which
receipts shall be retained by CARRIER for at least three years and shall be
available for inspection and use by FORD.
9. DISPATCH REQUIREMENTS - CARRIER'S overall corporate average must
meet or exceed the following dispatch/delivery requirements for all Vehicles
delivered in a calendar year:
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[ ]*
DISPATCH/DELIVERY REPORTING REQUIREMENTS (Continued) - A quarterly
report is required for each facility. Two statistics must be provided for each
standard time interval (24, 48, 72, 96, 120 hours):
- number of units within the standard
- percent of units within the standard
Two statistics are required for units delivered after the
maximum standard:
- number of units over the standard
- percent of units over the standard
Include grand totals
10. VEHICLE QUALITY PERFORMANCE - Excluding damage caused by
negligence, non-feasance and/or malfeasance by FORD or third parties, CARRIER
will comply with the following vehicle quality performance standards. CARRIER'S
overall corporate average must meet or exceed the following vehicle quality
performance standards:
[ ]*
These performance standards will be based on the Rolling 6 Month Ford
Vehicle Quality Delivery Performance Report for the period ending December 31
of each year. If the overall quality rate falls below the aforementioned
standards for the period specified for more than [ ]*, FORD will take the
following actions with CARRIER:
[ ]*
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FORD will make all claims for loss and/or damage equal to or
greater than [ ]* to CARRIER within no more than [ ]* after the alleged loss or
damage occurs, and CARRIER will accelerate claims payments to bring the claims
balance up-to-date no later than [ ]*, and hereafter will respond to all such
claims within no more than [ ]* after notice thereof. Loss and/or damage claims
[ ]* will be handled in accordance with the appropriate FORD letter agreements,
incorporated herein by reference, which may be amended from time to time.
11. REPORTING REQUIREMENTS - CARRIER will electronically provide FORD,
within two (2) working days of delivery of a Vehicle, with timely and accurate
delivery date input for FORD's Centralized Outbound Payment Authorization and
Control System ("COPAC"). CARRIER further agrees to waive payment by FORD for
the delivery of any Vehicle when CARRIER has failed to input proper electronic
transaction for payment to the COPAC system within [ ]* of the delivery date of
that Vehicle, excluding transactions in which Ford is negligent in either the
transmission of data or payment processing by the COPAC system. FORD agrees to
issue a check in payment to CARRIER for services performed in [ ]* from the
date of receipt of an accepted data transaction into COPAC until April 2, 1993.
After April 3, 1993, movement back to [ ]* will be done over a mutually
agreeable time period, not to extend beyond March 31, 1994.
12. INDEMNIFICATION - CARRIER shall indemnify and save harmless FORD
and its subsidiaries and their respective officers, directors and employees
(herein collectively called "Indemnitees") from and against all liabilities,
obligations, losses, damages, penalties, claims actions, suits, costs, charges
and expenses, including without limitation, fees and expenses of
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legal counsel and expert witnesses, which may be imposed upon or incurred by or
asserted against the Indemnitees, or any of them by reason of actual or alleged
(i) injury or death to persons (including without limitation, employees of one
or more of the Indemnitees or of CARRIER and employees of their contractors,
subcontractors, vendors, or agents), (ii) damage to the property of any person
or legal entity (including, without limitation, the property of one or more of
the Indemnitees and their employees), (iii) violation of any law, ordinance or
regulation of any federal, state or local governmental authority by CARRIER or
its contractors, subcontractors, vendors, agents or employees, or (iv) failure
of the CARRIER to properly publish and file the rates and contract provisions
negotiated herein with the Interstate Commerce Commission ("ICC") and/or other
state transportation regulatory authorities, if required by law. This provision
expressly applies to any actions brought on behalf of the CARRIER in the event
of CARRIER'S bankruptcy by its successor trustee under the "filed rate statute"
which indicates the carrier must collect and the shipper must pay the
applicable rate that was on file with the ICC at the time of shipping (49
U.S.C.A. P. 10761(a)), but only to the extent the foregoing items (i), (ii),
(iii) or (iv), occur as a result of or arise out of any or all acts or
omissions by CARRIER or its contractors, subcontractors, vendors, agents and/or
employees in connection with the work or services performed under this
Agreement; provided, however, the foregoing agreement to indemnify and hold the
Indemnitees harmless shall not be applicable to the extent that such
liabilities, obligations, losses, damage, penalties, claims, actions, suits,
costs, charges and expenses are attributable to the sole negligence of the
Indemnitees.
13. INSURANCE - CARRIER shall procure and keep in force continuously
throughout the term of this Agreement, the following types of insurance:
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- - Statutory Workers' Compensation Insurance for statutory limits or
certificate of self-insurance, and Employers' Liability Insurance for
not less than $100,000.
- - Comprehensive General Liability Insurance, including blanket
contractual coverage, for bodily injury and property damage in the
amount of $1 million combined single limit per occurrence.
- - Automobile Liability Insurance covering all owned, non-owned and hired
equipment used to provide the services under this Agreement, with
limits of not less than $1 million single limit per occurrence of loss
or damage.
- - Cargo Insurance which specifies coverage to meet the value of the
Vehicles being shipped, the deductible for which must be of reasonable
level so as not to produce "paper insurance" (i.e., a deductible
amount that approaches the value of goods insured). Cargo insurance
coverage requirements may be satisfied by "self insurance" through a
carrier showing of financial adequacy.
The insurance policy or policies providing the foregoing coverage
shall name FORD as an additional insured. CARRIER shall furnish FORD with a
certificate or certificates of insurance or other evidence of the said
insurance coverage, specifying coverage is on an "occurrence" basis. The
insurance policy shall be written by a reputable insurance company or companies
acceptable to FORD, with an adjusted policy holder surplus in excess of $25
million, or with a Best's Insurance Guide Rating of A VI. Such insurance
company shall be authorized to transact business in the state or states in
which CARRIER's service will be rendered. The
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insurance company issuing such policy shall notify FORD of any material
alteration or substantial reduction of aggregate limits, if such limits apply,
or cancellation thereof at least thirty (30) days prior thereto.
14. RESEARCH AND DEVELOPMENT PROJECTS - FORD and CARRIER recognize the
evolution of new transportation equipment is of long-term benefit and mutually
agree to participate, when feasible, in research and development projects
proposed by each other. CARRIER hereby acknowledges that such projects may
involve the diversion of certain volumes of Vehicles covered under this
Agreement to other carriers and transportation agents.
15. FINANCIAL REPORTING REQUIREMENTS - CARRIER agrees to submit to
FORD the following documents and information annually:
- - A copy of CARRIER'S Form M Financial Report filed with the Interstate
Commerce Commission or, if not available, an equivalent audited
financial report.
- - A copy of the Annual Report of the CARRIER's parent corporation.
- - An annual carrier financial report, noting FORD revenue and volume by
Facility.
16. INSPECTION OF RECORDS - FORD shall have the right to inspect
CARRIER's places of business from which services are provided to FORD under
this Agreement and to examine any records and books of account relating to
services provided by CARRIER for FORD under this Agreement. CARRIER agrees to
maintain, for at least three (3) years after payment for the performance of any
service under this Agreement, all records and books of account relating in any
manner to services performed hereunder and shall permit representatives of
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FORD access to its places of business during normal business hours for the
purpose of examining such records and books of account.
17. RENEGOTIATION AND/OR TERMINATION - If either party at its sole
determination believes this Agreement will cause a material adverse effect upon
it, the affected party may request in writing that the terms of this Agreement
be renegotiated. Material adverse effect means performance as agreed has been
made impracticable by the occurrence of a contingency, the non-occurrence of
which was a basic assumption on which this Agreement was made. If, after
negotiation in good faith, the parties are unable to agree upon new terms
within [ ]* of the written request for renegotiation, this Agreement may be
terminated. New terms so renegotiated shall be described on an amendment to
this Agreement and shall be effective on the date provided for in such
amendment. Termination of this Agreement for any reason shall not release
either party from any obligation which may have occurred before termination of
this Agreement.
18. NOTIFICATION - Any notice required or permitted to be given in
writing under the terms, conditions and provisions of this Agreement shall be
considered as having been given if hand delivered or mailed by certified mail
to the office address of either party as set forth in this Agreement or to
persons or addresses as either party may from time to time specify in writing.
A postal receipt showing the deposit of such notice shall be prima facie
evidence of the giving thereof. Notification under this Agreement shall be
given to the following:
Manager President
Vehicle Transportation Department Allied Systems, Ltd.
Ford Motor Company 160 Clairmont Avenue
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P.0. Box 1529-B, NAAO Bldg. Suite 600
Dearborn, MI. 48121 Decatur, GA 30030
19. CONFIDENTIALITY - FORD and CARRIER agree that the terms and
provisions of the Agreement are confidential and proprietary and shall reveal
only so much of its contents as shall be required by the Interstate Commerce
Commission, other regulatory or legal authority, CARRIER's lender(s), insurance
agent(s) or unless by written mutual agreement of both FORD and CARRIER.
20. FORCE MAJEURE Neither party hereto shall be deemed to be in
default of any provision of this Agreement, or responsible for any failure in
performance, resulting from acts or events beyond the reasonable control of
such party. For purposes of this Agreement, such acts shall include, but not be
limited to, Acts of God, civil or military authority, court order, government
or governmental agency order to regulation, riot, hostilities between nations,
civil disturbance, flood, labor disorder, closing of the public highways,
government interference or regulations, accident, failure of steamship or rail
carriers, war, strikes, walkouts, accident, fires, other catastrophes, or other
"force majeure" events beyond the parties' reasonable control; provided,
however, that the parties shall make all reasonable efforts to continue to meet
their obligations during the duration of the force majeure condition; and,
provided further, that the party declaring force majeure shall notify the other
party within five (5) days from the date when the force majeure condition
begins, excluding Saturdays, Sundays and holidays, the nature of the force
majeure condition and when such condition is terminated. Neither of the parties
shall be required to settle any labor dispute except on terms that such party
deems acceptable in its absolute discretion. The suspension of any obligations
owing to force majeure shall neither
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cause the term of this Agreement to be extended nor affect any rights accrued
under this Agreement prior to the force majeure condition.
21. WAIVERS AND REMEDIES - The failure of either party hereto to
insist in any one or more instances upon strict performance of any of the
obligations of the other party pursuant to this Agreement or to take advantage
of any of its rights hereunder shall not be construed as a waiver of the
performance of any such obligation or relinquishment of any such right for the
future.
22. AMORTIZATION OF EQUIPMENT AND FACILITIES - CARRIER hereby
acknowledges and agrees that the rates established herein fairly compensate it
for the value of its equipment and facilities utilized under this Agreement and
provide for reasonable profits. Further, CARRIER recognizes that this Agreement
may expire or be terminated prior to CARRIER amortizing its investment in
equipment and facilities utilized to serve FORD and CARRIER agrees to
relinquish and discharge FORD from all claims in law and/or in equity for
reimbursement of such unamortized portion of CARRIER's investment in such
equipment and facilities. Additionally, CARRIER has received independent legal
advice from its attorneys with respect to the advisability of entering into
this Agreement.
23. CORPORATE AUTHORITY/ENTIRE UNDERSTANDING - Each party and
signatory represents to the others that it has full corporate authority and the
necessary approval to enter into this Agreement in accordance with its terms
and conditions. This Agreement constitutes the entire understanding of the
parties and may not be modified without the written consent of all parties.
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24. INDEPENDENT CONTRACTOR - CARRIER shall employ or contract with all
persons performing services or operating equipment used in the transportation
of Vehicles under this Agreement and such persons shall be and remain the
employees or contractors of CARRIER, it being the intention of the parties
hereto that CARRIER shall be and remain an "independent contractor" and that
nothing herein contained shall be construed inconsistently with that status.
25. GOVERNING LAW - Performance of this Agreement shall be governed
and construed by the laws of Michigan.
26. COMPLIANCE WITH LAW
(a) FORD serves from time to time as a contractor for the United
States Government. The policy of the United States Government expressed in Pub.
L. 95-507, that small business concerns and small disadvantaged business
concerns shall have the maximum practicable opportunity to participate in
performing contracts of the United States Government, and its clause entitled
"Utilization of Small Business Concerns and Small Business Concerns Owned and
Controlled by Socially and Economically Disadvantaged Individuals," apply to
FORD and its U.S. suppliers.
(b) CARRIER shall comply with federal laws, rules and regulations
applicable to subcontractors of government contractors, including those
relating to contracting with small and disadvantaged business concerns (Pub. L.
95507); equal employment opportunity and affirmative action in the employment
of minorities (Executive Order 11245), women (Executive Order 11375), the
handicapped (29 USC 793), and certain veterans (38 USC 2012); contracting with
business concerns operating in areas of surplus labor (41 CFR 1-1.805); and
contracting with women-owned business concerns (Executive Order 12138).
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IN WITNESS WHEREOF, the parties hereto have caused this document to be executed
by their duly authorized representatives as of the date first above written.
Attest: FORD MOTOR COMPANY
By
- ------------------------------------- ------------------------------
Attest: ALLIED SYSTEMS, LTD.
By
- ------------------------------------- ------------------------------
<PAGE> 16
*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
Schedule I
ROUTING
ROUTING FLEXIBILITY
Ford reserves the right to make mode changes in fringe areas from an Assembly
Plant. Assembly Plant core/fringe distribution areas will be established
between Carrier and Ford and will be incorporated into this agreement by
amendment.
ROUTE EXCURSIONS
The following traffic lanes will be excluded from contract, but will take the
economic adjustments outlined in Schedule III.
[ ]*
[ ]*
<PAGE> 17
*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE I
CARRIER/FORD AGREEMENT
DEFINITION OF LINEHAUL REGIONS
"Northeast" Region Facilities
Albany, NY
Ayer, MA
Jessup, MD
Louisville, KY
Chicago, IL (Traffic to Louisville Area)
Wayne, MI (Traffic to Louisville Area)
Wixom, MI (Traffic to Louisville Area)
Dearborn, MI (Traffic to Louisville Area)
"Southern" Region Facilities
Atlanta, GA
Baltimore (Imported Cargo Truck only)
Birmingham, AL
Claycomo, MO
Columbia, SC
Hazelwood, MO
Jacksonville, FL (Including Imports)
Memphis, TN
Miami, FL
Nashville, TN
New Orleans, LA
Tampa, FL
Winston-Salem, NC
Houston (Import Traffic Only)
Norfolk
"Gulf" Region Facilities
Houston, TX
Reisor, LA
* [ ]*
<PAGE> 18
*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE II
CONTRACT RATES
EFFECTIVE APRIL 3, 1992
[ ]*
<PAGE> 19
*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE III
[ ]*
<PAGE> 20
*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE IIIA
[ ]*
<PAGE> 1
EXHIBIT 10.7
MOTOR CARRIER
TRANSPORTATION CONTRACT
ALZS ALLBUS
CHRYSLER CORPORATION ("CHRYSLER") WITH A
BUSINESS ADDRESS AT 38111 VAN DYKE, STERLING
HEIGHTS, MI 48077, HEREBY AGREES TO PURCHASE AND
ALLIED SYSTEMS, 160 CLAIRMONT AVENUE, SUITE 600,
DECATUR, GEORGIA 30030
("CARRIER") AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO.
- -------------------------------------------------------------------------------
DESCRIPTION OF SERVICES
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
COMMODITIES: Motor Vehicles
--------------
EFFECTIVE DATE: 07-01-95 TERMINATION DATE: 06-30-00 PAYMENT TERMS: 30 Days
--------- --------- -------
</TABLE>
[ ]*
Notes:
1. Transit time applies from rail unload to dealer delivery.
[ ]*
3. Mileage charges will be applied to Rand McNally Milemaker version #16.1
and rounded to the nearest nickel.
4. This contract is designed to meet the distinct needs of Chrysler.
- -------------------------------------------------------------------------------
CARRIER CHRYSLER CORPORATION
By: By:
------------------------- ------------------------------
<PAGE> 2
HAULAWAY TRANSPORTATION CONTRACT NO.
ALZS ALLBUS
Amendment #1
CHRYSLER CORPORATION ("CHRYSLER") WITH A
BUSINESS ADDRESS AT 800 CHRYSLER DRIVE EAST
AUBURN HILLS, MI 48326-2757, HEREBY AGREES TO PURCHASE AND
ALLIED AUTOMOTIVE GROUP
160 CLAIRMONT AVE., SUITE 510
("CARRIER") AGREES TO SELL AND DELIVER THE SERVICES
SPECIFIED HEREIN IN ACCORDANCE WITH THE TERMS AND
CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF AND
ANY NUMBERED ATTACHMENTS HERETO AND PURSUANT TO 49
U.S.C. 100713 FOR THE TRANSPORTATION OF COMMODITIES
REGULATED BY THE INTERSTATE COMMERCE COMMISSION (ICC).
- -------------------------------------------------------------------------------
DESCRIPTION OF SERVICES
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
COMMODITIES: Motor Vehicles
--------------
EFFECTIVE DATE: 10-01-96 TERMINATION DATE: 06-30-00 PAYMENT TERMS: 30 Days
--------- --------- -------
</TABLE>
[ ]*
NOTES:
[ ]*
[ ]*
3. All other provisions of the contract remain the same.
4. This agreement is designed to meet the distinct needs of Chrysler.
- -------------------------------------------------------------------------------
Allied Automotive Group
CARRIER CHRYSLER CORPORATION
By: By:
------------------------- ------------------------------
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<PAGE> 3
GENERAL TRANSPORTATION TERMS
MOTOR CARRIER
1. PERSONNEL AND EQUIPMENT. Carrier will be deemed an independent
contractor to Chrysler and will provide all resources necessary to
perform transportation services. Carrier may subcontract
transportation services, subject to Chrysler's consent. Individuals
engaged by Carrier will be considered employees or subcontractors of
Carrier and will be subject to discharge, discipline and control
solely and exclusively by Carrier.
2. COMMODITY LOSS AND DAMAGE. Carrier's performance of transportation
services without loss or damage to Commodities is an essential
obligation of this Agreement. Carrier will meet the requirements and
objectives of all written programs, practices and procedures
instituted by Chrysler regarding the quality of transportation
services. Carrier is deemed to have care, control, custody and
possession of Commodities from the time they are tendered to the
Carrier for transportation until delivery to Chrysler or its
consignee. During such period, Carrier assumes full responsibility for
any and all loss of or damage to Commodities. Carrier will promptly
act on all claims submitted by Chrysler or its agent.
3. INSURANCE AND INDEMNIFICATION. Carrier will furnish to Chrysler and
maintain in effect during the term of this Agreement, at its sole
expense, insurance in amounts and coverages satisfactory to Chrysler.
Such insurance will be primary to, and not excess over or contributory
with, any other valid, applicable and collectible insurance in force
for Chrysler. Except for Commodity loss and damage claims filed by
Chrysler or its agent that are governed by Section 2, Carrier will
defend, indemnify and hold harmless Chrysler, its parent corporation,
subsidiaries, officers, directors and employees, from and against any
and all claims, liabilities, losses, damages, penalties, fees,
settlements, or expenses in connection with 1) injury to or the death
of any person, 2) damage to or loss of any property of any person, or
3) the violation of or non-compliance with any law or regulation, to
the extent such claims, liabilities, losses, damages, penalties, fees
or expenses result from or arise out of any act or omission of the
indemnifying party, or its employees or subcontractors, in connection
with the performance of transportation services.
4. COMPLIANCE WITH REGULATIONS. Carrier will obtain, at its own expense,
all licenses, permits and approvals required under any applicable
government statute or regulation for the transportation of
Commodities. Carrier will obey all applicable governmental laws and
regulations connected with the transportation of Commodities.
5. FORCE MAJEURE. The obligation of Carrier to furnish and of Chrysler
to use transportation services will be temporarily suspended during
any period in which either of the parties is unable to comply with
this Agreement because of fire, flood, civil commotion, closing of
public highways, government interference or regulations, or any other
events similar to the foregoing that are beyond the reasonable control
of, and are not due to the negligence of, the party claiming force
majeure. The parties will make all
2
<PAGE> 4
reasonable efforts to continue to meet their obligations for the
duration of the force majeure. Chrysler will have the right to use
other transportation services during the period of force majeure, and
any shipments made on alternate carriers during any Carrier declared
force majeure will be counted towards Chrysler's volume obligation, if
any, to Carrier.
6. PRECEDENCE OVER APPLICABLE TARIFFS. To the extent permitted by
applicable laws and regulations, the terms of this Agreement will
prevail over any rules, regulations, tariffs, tax circulars and terms
and conditions of bills of lading regarding transportation of
Commodities.
7. DEFAULT, CURE AND TERMINATION. In the event the Carrier fails to
perform any of its obligations herein, Chrysler will give the Carrier
written notice specifying the nature of the default and demanding cure
satisfactory to Chrysler within thirty (30) days following receipt of
the demand to cure. Failure of such cure, Chrysler will have the
right: 1) to cease tendering all or a portion of Commodities for
future shipments, or 2) terminate the Agreement. If Carrier's default
is related to transit times, then Chrysler may also, at any time and
without written notice as provided above, use alternate carriers to
transport all or a portion of Commodities. Carrier recognizes that
Commodities must be shipped on a timely basis and without loss or
damage in order for Chrysler to avoid loss and expense as a
consequence of plant shutdowns, schedule realignments, off-line
repairs or the necessity of procuring higher-cost alternate
transportation.
8. INSPECTION AND AUDIT. Chrysler may, on reasonable notice, inspect any
Commodity and any equipment used to handle and transport Commodities
wherever located. Chrysler may also, on reasonable notice, inspect
Carrier's records relating to transportation of Commodities. Chrysler
may, at any time and with notice to Carrier, remove Commodities from
Carrier's care, possession, custody or control.
9. MISCELLANEOUS CLAUSES. This Agreement will be binding on permitted
successors and assigns. The failure to exercise any of the terms of
this Agreement will not be construed as a continuing waiver of such
term.
Neither this Agreement nor any of the duties herein may be assigned or
delegated without the written permission of the other party.
Carrier will notify Chrysler of all relevant information regarding any
actual or potential labor dispute delaying or threatening to delay
timely performance of this Agreement.
If any provision of this Agreement is held to be legally invalid or
enforceable, such provision will be deemed omitted and all other
provisions of this Agreement will continue in force.
Carrier will not, without the prior written consent of Chrysler,
advertise or publish in any manner the rates established herein of use
the name or trademarks of Chrysler, its products or any of its
associated companies.
3
<PAGE> 5
All notices of communications which are required to be given under
this Agreement will be sent by regular or certified mail, postage
prepaid, to the other party at the business address specified in this
Agreement.
The terms of this Agreement will be governed by the laws of the State
of Michigan (without regard to its conflicts of law rules), except to
the extent preempted by federal law.
10. ENTIRE AGREEMENT. This Agreement, which consists of Transportation
Contract, General Transportation Terms and other documents referred to
herein, constitutes the complete and entire agreement between Carrier
and Chrysler for transportation service defined herein and supersedes
prior and contemporaneous proposals, representative statements,
agreements and promises, express or implied with respect thereto. This
Agreement may be amended only in a writing signed by the parties.
4
