<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Allied Holdings, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0360550
- ---------------------------------------- -----------------------------------
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
160 Clairemont Avenue, Suite 510, Decatur, Georgia 30030
- -------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and securities pursuant to Section
is effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to
following box: [X] General Instruction A.(d),
please check the following
box: [ ]
Securities Act Registration Statement File Number to which this form
relates: N/A
---------------
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
---------------- ------------------------------
Common Stock, No Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Common Stock, No Par Value
The capital stock of Allied Holdings, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock, no par value per share. Holders
of Common Stock are entitled to one vote per share at all meetings of
stockholders. Dividends that may be declared on the Common Stock will be paid
in an equal amount to the holder of each share. No preemptive rights are
conferred upon the holders of such stock and there are no liquidation or
conversion rights. Nor are there any redemption or sinking fund provisions and
there is no liability to further calls or to assessments by the Registrant. The
Company's Articles of Incorporation require the affirmative vote of the holders
of not less than two-thirds of the outstanding shares of Common Stock in order
to approve most corporate transactions such as mergers, consolidations, sales
of substantially all of the property or assets of the Company, and the
liquidation or dissolution of the Company. The holders of Common Stock are not
entitled to preemptive or subscriptive rights.
Certain provisions of the Company's Certificate of Incorporation were
designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. These
provisions are summarized as follows:
The Company's Articles of Incorporation and Bylaws contain several
provisions that may be deemed to have an "anti-takeover" effect in that they
could prevent an acquisition of the Company unless the potential acquirer has
obtained the prior approval of the Board of Directors of the Company. The
anti-takeover provisions also may make it more difficult for a potential
acquirer to obtain control of the Company by means of replacing the existing
members of the Board of Directors and management of the Company, which may tend
to perpetuate the incumbent Board and management. The following is a
description of such provisions and certain provisions of Georgia law that may
be deemed to have an anti-takeover effect:
Classified Board. The Company's Bylaws provide that the Board of
Directors is divided into three classes, with each class to be as nearly equal
in number as possible with the Directors in each class to hold office for a
three-year term.
Removal of Directors. The Company's Bylaws provide that a director may
be removed only for cause and only upon the affirmative vote of at least
two-thirds of the outstanding shares of Common Stock. The purpose of the
super-majority vote needed to remove directors is to prevent a majority
shareholder from removing directors and replacing them with new individuals
selected only by that shareholder in an attempt to circumvent the classified
board structure adopted by the Company.
Amendment of Articles of Incorporation and Bylaws. The Georgia
Business Corporation Code generally provides that the approval of the Board of
Directors and the affirmative vote of a majority of shares entitled to vote
thereon as well as a majority of the shares of each class of stock entitled to
vote as a class, is required to amend the Articles of Incorporation of a
corporation, unless the Articles of Incorporation provide for a greater voting
requirement.
<PAGE> 3
The Articles of Incorporation of the Company provide that the provisions of the
Articles relating to anti-takeover provisions may only be amended, altered,
changed or repealed by the affirmative vote of two-thirds of the outstanding
shares of Common Stock, subject to the rights, if any, of the holders of
Preferred Stock then outstanding.
The Georgia Business Corporation Code generally provides that the
authority to amend, alter, change or repeal the Bylaws of a corporation may be
granted to the Board of Directors, subject to the power of the shareholders to
amend, alter, change or repeal Bylaws by the affirmative vote of a majority of
the outstanding common stock of such corporation. The Bylaws of the Company
provide that any action taken by the shareholders with respect to amending,
altering, changing or repealing the Bylaws may be taken only upon the
affirmative vote of the holders of at least two-thirds of the outstanding
Common Stock, subject to the rights, if any, of the holders of Preferred Stock
then outstanding.
Director Exculpation. The Articles of Incorporation of the Company
provide that a director of the Company will have no personal liability to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director to the extent allowed by the Georgia Business Corporation Code.
This provision would absolve directors of personal liability for negligence in
the performance of their duties, including gross negligence, but would not
permit a director to be exculpated for liability for actions involving
conflicts of interest or breaches of the "duty of loyalty" to the company or
its stockholders. This provision does not eliminate or alter the duty of the
members of the Board of Directors of the Company, it only limits persona
liability for monetary damages. This provisions does not affect the
availability of equitable relief as a remedy for breach of duty by directors.
Constituencies. The Company's Articles of Incorporation permit the
Board of Directors to consider the social and economic effects of a matter
considered by the Board of Directors upon the Company and its subsidiaries and
its employees, customers, suppliers, and creditors as well as the communities
which they serve in connection with determining the best interests of the
Company and its stockholders. The Articles of Incorporation also allow the
Board of Directors, when evaluating a proposed business combination or tender
offer, to consider matters such as offering price, reputation and business
practices of the offeror and its management as they would affect the employees,
customers, suppliers and creditors of the Company and its subsidiaries and any
other matters deemed pertinent by the Board of Directors when considering
whether to oppose such an offer.
<PAGE> 4
Item 2. Exhibits
The securities described herein are to be registered with
the New York Stock Exchange, on which no other securities
of the Registrant are registered. Pursuant to Part II of
the Instructions as to Exhibits on Form 8-A, the following
exhibits have been filed with each copy of this
Registration Statement being filed with the New York Stock
Exchange:
1. Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996
2. (a) Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;
(c) Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997; and
(d) Registrant's Current Reports on Form 8-K filed May
1, 1997, June 3, 1997, July 22, 1997, August 13,
1997, August 29, 1997, September 2, 1997, October
10, 1997, and October 21, 1997.
3. Registrant's Proxy Statement dated May 22, 1997
4. (a) Registrant's Articles of Incorporation
(b) Registrant's Bylaws
5. Specimen Stock Certificate
6. Registrant's 1996 Annual Report to Stockholders
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
ALLIED HOLDINGS, INC.
By:/s/ A. Mitchell Poole, Jr.
----------------------------
A. Mitchell Poole, Jr., President, Chief
Operating Officer, Chief Financial Officer
and Assistant Secretary
Dated: February 10, 1998
