<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
--------------- --------------------
Commission File Number 0-22276
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ALLIED HOLDINGS, INC. 401(k) RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ALLIED HOLDINGS, INC.
160 Clairemont Avenue
Suite 200
Decatur, Georgia 30030
(a) The following financial statements and
reports, which have been prepared pursuant to the requirements of the Employee
Retirement Income Security Act of 1974, are filed as part of this Annual Report
on form 11-K:
Report of Independent Public Accountants.
Financial Statements:
Statements of Net Assets Available for Benefits as of December
31, 1998 and 1997.
Statement of Changes in Net Assets
Available for Benefits with Fund Information, for the year
ended December 31, 1998.
Notes to Financial Statements and Schedules.
<PAGE> 2
Schedules Supporting Financial Statements:
Schedule I: Line 27-a - Assets Held for Investment Purposes as of
December 31, 1998.
Schedule II: Line 27-b - Schedule of Loans or Fixed Income
Obligations as of December 31, 1998.
Schedule III: Line 27-d - Schedule of Reportable Transactions for
the year ended December 31, 1998.
(b) The following Exhibit is filed as part of this
Annual Report on Form 11-K:
Exhibit 23 - Consent of Arthur Andersen LLP.
<PAGE> 3
ALLIED 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 4
ALLIED 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--December 31, 1998 and
1997
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27b--Schedule of Loans or Fixed Income
Obligations--December 31, 1998
Schedule III: Item 27d--Schedule of Reportable Transactions for the
Year Ended December 31, 1998
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Allied 401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the ALLIED 401(K) RETIREMENT PLAN as of December 31, 1998 and 1997 and the
related statement of changes in net assets available for benefits, with fund
information, for the year ended December 31, 1998. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements and supplemental schedules
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Allied
401(k) Retirement Plan as of December 31, 1998 and 1997 and the changes in net
assets available for benefits for the year ended December 31, 1998 on the basis
of accounting described in Note 2.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, loans or fixed income obligations, and reportable
transactions are presented for the
<PAGE> 6
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Atlanta, Georgia
May 3, 1999
<PAGE> 7
ALLIED 401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Pooled separate accounts:
Principal U.S. Stock Fund $12,483,336 $10,933,314
Principal Money Market Fund 6,219,061 5,490,753
Principal Bond & Mortgage Fund 3,752,452 3,145,163
Principal International Stock Fund 4,932,571 4,352,594
Principal Stock Index 500 Fund 12,552,648 7,191,792
Principal Medium Company Value Fund 5,043,835 4,021,424
Principal Small Company Blend Fund 2,324,954 2,253,598
Principal Medium Company Blend Fund 6,325,435 5,427,387
Principal Stock Emphasis Balanced Fund 860,415 181,806
Allied Holdings, Inc. common stock 751,552 640,160
Ryder System, Inc. common stock 915,047 1,560,630
INVESTMENTS, AT CONTRACT VALUE:
Loans to participants 3,068,829 2,992,288
General account of Principal Life Insurance Company--Fixed Interest
Fund 11,540,606 9,927,302
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $70,770,741 $58,118,211
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 8
ALLIED 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------
PRINCIPAL PRINCIPAL PRINCIPAL
U.S. MONEY BOND & PRINCIPAL
STOCK MARKET MORTGAGE INTERNATIONAL
FUND FUND FUND STOCK FUND
------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 1,354,477 $ 755,370 $ 455,180 $ 645,623
Employer 92,225 91,290 23,871 53,552
Rollovers 232,126 41,449 3,164 327,455
----------- ---------- ---------- ----------
Total contributions 1,678,828 888,109 482,215 1,026,630
Interest and dividend income 0 0 0 0
Net appreciation (depreciation)
in fair value of investments:
Pooled separate accounts 1,560,640 264,462 253,298 391,232
Common stock 0 0 0 0
Net loan activity (25,183) 37,357 (76,451) (41,314)
----------- ---------- ---------- ----------
Total additions 3,214,285 1,189,928 659,062 1,376,548
----------- ---------- ---------- ----------
DEDUCTIONS:
Benefits paid to participants (727,777) (637,177) (278,797) (333,239)
Administrative expenses (32,583) (15,671) (9,707) (14,011)
----------- ---------- ---------- ----------
Total deductions (760,360) (652,848) (288,504) (347,250)
----------- ---------- ---------- ----------
NET TRANSFERS BETWEEN AND AMONG FUNDS (903,903) 191,228 236,731 (449,321)
----------- ---------- ---------- ----------
NET INCREASE (DECREASE) 1,550,022 728,308 607,289 579,977
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 10,933,314 5,490,753 3,145,163 4,352,594
----------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $12,483,336 $6,219,061 $3,752,452 $4,932,571
=========== ========== ========== ==========
<CAPTION>
PARTICIPANT-DIRECTED
------------------------------------------------------
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
STOCK MEDIUM SMALL MEDIUM
INDEX 500 COMPANY COMPANY COMPANY
FUND VALUE FUND BLEND FUND BLEND FUND
------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 1,381,765 $ 612,294 $ 647,381 $ 645,934
Employer 101,398 63,494 36,187 81,903
Rollovers 180,879 557,937 26,428 667,547
----------- ---------- ---------- ----------
Total contributions 1,664,042 1,233,725 709,996 1,395,384
Interest and dividend income 0 0 0 0
Net appreciation (depreciation)
in fair value of investments:
Pooled separate accounts 2,368,542 76,007 (289,864) 306,360
Common stock 0 0 0 0
Net loan activity (45,371) 40,442 16,439 42,436
----------- ---------- ---------- ----------
Total additions 3,987,213 1,350,174 436,571 1,744,180
----------- ---------- ---------- ----------
DEDUCTIONS:
Benefits paid to participants (432,104) (307,451) (119,092) (574,889)
Administrative expenses (27,372) (14,527) (9,377) (17,348)
----------- ---------- ---------- ----------
Total deductions (459,476) (321,978) (128,469) (592,237)
----------- ---------- ---------- ----------
NET TRANSFERS BETWEEN AND AMONG FUNDS 1,833,119 (5,785) (236,746) (253,895)
----------- ---------- ---------- ----------
NET INCREASE (DECREASE) 5,360,856 1,022,411 71,356 898,048
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 7,191,792 4,021,424 2,253,598 5,427,387
----------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $12,552,648 $5,043,835 $2,324,954 $6,325,435
=========== ========== ========== ==========
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
-----------------------------------------------------------------------
PRINCIPAL STOCK ALLIED RYDER PRINCIPAL
EMPHASIS HOLDINGS, INC. SYSTEM, INC. LOANS FIXED
BALANCED COMMON COMMON TO INTEREST
FUND STOCK FUND STOCK FUND PARTICIPANTS FUND TOTAL
--------------- -------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 232,286 $ 160,754 $ 0 $ 0 $ 1,305,101 $ 8,189,386
Employer 26,098 18,729 0 0 36,793 625,540
Rollovers 75,622 19,067 197,900 11,339 892,020 3,239,712
--------- --------- ----------- ----------- ------------ ------------
Total contributions 334,006 198,550 197,900 11,339 2,233,914 12,054,638
Interest and dividend income 0 0 0 0 641,695 641,695
Net appreciation (depreciation) in fair
value of investments:
Pooled separate accounts 56,664 0 0 0 0 4,987,341
Common stock 0 (191,135) (225,601) 0 0 (416,736)
Net loan activity 2,604 (18,579) 0 250,790 (53,796) 129,374
--------- --------- ----------- ----------- ------------ ------------
Total additions 393,274 (11,164) (27,701) 262,129 2,821,813 17,396,312
--------- --------- ----------- ----------- ------------ ------------
DEDUCTIONS:
Benefits paid to participants (43,505) (41,440) (166,742) (185,588) (723,118) (4,570,919)
Administrative expenses (1,821) 0 0 0 (30,446) (172,863)
--------- --------- ----------- ----------- ------------ ------------
Total deductions (45,326) (41,440) (166,742) (185,588) (753,564) (4,743,782)
--------- --------- ----------- ----------- ------------ ------------
NET TRANSFERS BETWEEN AND AMONG FUNDS 330,661 163,996 (451,140) 0 (454,945) 0
--------- --------- ----------- ----------- ------------ ------------
NET INCREASE (DECREASE) 678,609 111,392 (645,583) 76,541 1,613,304 12,652,530
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 181,806 640,160 1,560,630 2,992,288 9,927,302 58,118,211
--------- --------- ----------- ----------- ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 860,415 $ 751,552 $ 915,047 $ 3,068,829 $ 11,540,606 $ 70,770,741
========= ========= =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 10
ALLIED 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
1. PLAN DESCRIPTION
The following brief description of the Allied 401(k) Retirement Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the plan document for more complete
information.
GENERAL
The Plan is a defined contribution plan established for the employees
of Allied Holdings, Inc. (the "Company") and certain of its
subsidiaries who have adopted the Plan, as defined, under the
provisions of Section 401(a) of the Internal Revenue Code ("IRC"),
which includes a qualified cash or deferred arrangement as described in
Section 401(k) of the IRC. The Plan benefits all eligible employees of
the Company and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended. The Plan was
restated in December 1994, naming the Company as the primary sponsor of
the Plan.
PARTICIPATION
All employees who are age 21 or older may elect to participate in the
Plan upon full-time employment. Some of the adopting subsidiaries have
elected to exclude collectively bargained employees and have a service
requirement for eligibility.
CONTRIBUTIONS
Participating employees may elect to defer a percentage of their pretax
compensation, as specified in their employers' adoption agreement, each
calendar year, subject to IRC limitations. The Plan provides for
matching contributions for nonunion participants. The Company matches
100% of a participant's deferral, up to 3% of his or her pretax
compensation or a maximum of $1,000 for each eligible participant. A
participant must be employed by the Company on the last day of the plan
year in order to be eligible for a matching contribution. Employer
matching for new, retired, disabled, and deceased employees is based on
the portion of the year that the employee was eligible to participate
in the Plan. The Plan was amended effective July 8, 1997 to allow for
rollover contributions from previous employers' qualified retirement
plans.
INVESTMENT OPTIONS
All contributions to the Plan are participant-directed and are
invested, as elected by each participant, in one or any combination of
the investment options offered by the Plan and
<PAGE> 11
-2-
are managed by Principal Life Insurance Company ("Principal").
Participants receive investment income, gains, and losses from plan
investments based on their proportionate shares of fund balances to the
total fund balances during the year. Descriptions of each current
investment option, all of which are Principal pooled separate accounts
with the exception of the Fixed Interest Fund and the Allied Holdings,
Inc. Common Stock Fund, are as follows:
FIXED INTEREST FUND
Contributions made to this fund are invested in the general
account of Principal, which holds investments that are
private-market bonds, commercial mortgages, and mortgage-backed
securities. Funds placed in this account earn a guaranteed
interest rate for a specific number of years. Principal
guarantees the interest rate which is established during the
first guarantee year based on the timing of deposits into the
account.
U.S. STOCK FUND
This fund invests in stocks of U.S. companies of all sizes. The
strategy is to target stocks that are considered good values when
their prices are compared to their long-term earnings potential.
MONEY MARKET FUND
This fund invests in high-quality commercial paper (short-term,
unsecured corporate loans). The average maturity is usually less
than one month.
BOND & MORTGAGE FUND
This fund makes loans to companies, most of which are bonds and
commercial mortgages. The companies are located in different
geographic regions, and the lengths of most loans are five to ten
years. The account may also invest in publicly traded bonds.
INTERNATIONAL STOCK FUND
This fund invests in common stocks of companies located outside
the United States, mainly in Western Europe and Asia. Countries
and industries are selected after evaluating the economic,
social, and political factors of each market.
STOCK INDEX 500 FUND
This fund invests in the common stocks of those companies listed
in the Standard & Poor's 500 Stock Index ("S & P 500"). The S & P
500 is a measure of stock earnings based on the stocks of 500 of
the largest companies.
MEDIUM COMPANY VALUE FUND
This fund invests in stocks of medium-sized companies.
<PAGE> 12
-3-
MEDIUM COMPANY BLEND FUND
This fund invests in medium-sized stocks that offer a combination
of value and good earnings potential. The account looks at both
"growth" and "value" stocks, resulting in a "blend" portfolio.
SMALL COMPANY BLEND FUND
This fund invests in stocks of smaller companies where the
potential for long-term growth is expected to be above average.
The account looks at both "growth" and "value" stocks, resulting
in a "blend" portfolio.
STOCK EMPHASIS BALANCED FUND
This fund invests in other separate accounts of Principal. The
account usually invests from 50% to 100% of the assets in dynamic
and aggressive investment accounts and 0% to 50% in conservative
and moderate investment accounts.
ALLIED HOLDINGS, INC. COMMON STOCK FUND
This fund invests principally in Allied Holdings, Inc. common
stock. Participants may not elect to direct more than 50% of
their contributions into this option.
Effective in 1997, with the acquisition of Ryder Automotive Carrier
Services, Inc. and RC Management Corp. ("Ryder"), the Plan was amended
to permit rollovers from other qualified plans. Employees of Ryder were
eligible to receive distributions of their accounts from the qualified
plan maintained by Ryder. Some of the employees elected to rollover
their distributions to the Plan, including Ryder System, Inc. common
stock which was received as an in-kind distribution. This stock is held
by the Plan and may be sold by the participants or held. No additional
acquisitions of Ryder System, Inc. common stock are permitted.
DISTRIBUTION AND VESTING OF BENEFITS
Both employer and participant contributions are 100% vested at all
times. Upon normal retirement, permanent disability, or death, the
employee or designated beneficiary is eligible to receive all of the
employee's share of accumulated benefits of the Plan in a lump-sum
distribution, an annuity, or installments over a period of time. Upon
termination of employment, the employee or designated beneficiary is
entitled to receive the participant's account balance or continue
his/her account until normal retirement or earlier.
EXPENSES
Administrative expenses of the Plan are paid by the Plan and the
Company. Participants pay a transaction fee for loans. The Plan pays an
annual fee to cover fund investment management expenses based on
average plan assets. This fee is deducted from interest and dividend
income of the funds prior to allocation to the participant's accounts.
The plan also pays recordkeeping expenses which are allocated to the
participant's accounts.
<PAGE> 13
-4-
PLAN TERMINATION
Although the Company intends for the Plan to be continued indefinitely,
it reserves the right to terminate the Plan subject to the provisions
of ERISA. Should the plan terminate, all participants would become
fully vested and the Plan's assets would be distributed.
LOANS TO PARTICIPANTS
The Plan permits loans to participants of up to 50% of each
participant's vested balance, not to exceed $50,000. Loans are made for
a minimum of $1,000, and only one loan may be made in any 12-month
period. Such loans are payable over five years and bear interest at
rates determined by the plan administrator based on prevailing market
conditions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
BASIS OF ACCOUNTING
The accounting records of the Plan are maintained on a modified cash
basis. Under the modified cash basis, receivables and accrued expenses
are not recorded and investments are stated at market value.
Contributions receivable at December 31, 1998 and 1997 were
approximately $34,000 and $116,000, respectively. In addition, refunds
of contributions of approximately $113,000 were due to participants at
December 31, 1998. These amounts have not been recorded in the
accompanying financial statements which have been prepared on the
modified cash basis of accounting.
The preparation of financial statements in conformity with generally
accepted accounting principals requires the Plan's management to use
estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from these
estimates.
VALUATION OF INVESTMENTS
Investments are recorded at market value based on quoted market prices,
with the exception of assets in the Fixed Interest Fund which are
stated at contract value. The Plan has adopted Statement of Position
("SOP") 94-4, "Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined-Contribution Pension Plans,"
effective January 1, 1995. This SOP specifies that
nonbenefit-responsive investment contracts held by defined-contribution
plans should be reported at fair value. The investment in the general
account at Principal is nonbenefit-responsive due to surrender charges
which apply to early withdrawals. The fair value of the general account
as of December 31, 1998 and 1997 approximates contract value. Contract
value represents contributions made under the contract plus earnings,
less plan withdrawals and administrative expenses.
At December 31, 1998, the Plan was holding 52,412 shares of Allied
Holdings, Inc. common stock and 35,191 shares of Ryder System, Inc.
common stock.
<PAGE> 14
-5-
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Net realized gains (losses) from the sale of investments and changes in
unrealized appreciation (depreciation) are recorded in the accompanying
statement of changes in net assets available for benefits, with fund
information, as net appreciation (depreciation) in fair value of pooled
separate accounts and common stock.
LOAN ACTIVITY
Net loan activity in the accompanying statement of changes in net
assets available for benefits, with fund information, includes new
loans issued, principal repayments, interest income on loans
outstanding, and fees charged for loan administration.
3. ADMINISTRATION OF THE PLAN
Investors Guarantee Corp. served as the trustee of the Plan until
January 1, 1998 at which date Bankers Trust Company became the Plan's
trustee. The Company is the administrator of the Plan. Principal serves
as the Plan's recordkeeper and investment custodian. All of the Plan's
investments, excluding Allied Holdings, Inc. and Ryder System, Inc.
common stock, are managed by Principal.
4. TAX STATUS
The Plan has received a favorable letter of determination from the
Internal Revenue Service dated November 30, 1998 covering the Plan as
then designed. The letter of determination states that the Plan is
designed in compliance with Section 401 of the IRC and that the related
trust is entitled to an exemption from taxation under the provisions of
Section 501(a). The plan administrator believes that the Plan is
currently designed and is being operated in compliance with the
applicable requirements of the IRC. Therefore, the plan administrator
believes that the Plan was qualified and that the related trust was
tax-exempt as of December 31, 1998 and 1997.
<PAGE> 15
SCHEDULE I
ALLIED 401(K) RETIREMENT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING
IDENTITY OF ISSUER, MATURITY DATE, RATE OF INTEREST, CURRENT
BORROWER, LESSOR, OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
---------------------------------- ------------------------------------- ----------- -----------
<S> <C> <C> <C>
* VARIOUS PLAN PARTICIPANTS Participant loans (interest rates
ranging from 6% to 10%) $ 3,068,829 $ 3,068,829
* PRINCIPAL LIFE INSURANCE U.S. Stock Fund 8,412,624 12,483,336
COMPANY Money Market Fund 5,924,485 6,219,061
Bond & Mortgage Fund 3,055,710 3,752,452
International Stock Fund 3,946,143 4,932,571
Stock Index 500 Fund 8,064,573 12,552,648
Medium Company Value Fund 4,536,100 5,043,835
Small Company Blend Fund 2,250,181 2,324,954
Medium Company Blend Fund 6,022,946 6,325,435
Stock Emphasis Balanced Fund 807,013 860,415
Deposits in general account of
insurance company:
7.11%, matured December 31, 1998 1,692,181 1,692,181
6.53%, matures December 31, 1999 1,968,158 1,968,158
5.95%, matures December 31, 2000 2,504,345 2,504,345
6.02%, matures December 31, 2001 2,110,693 2,110,693
5.20%, matures December 31, 2002 3,265,229 3,265,229
----------- -----------
11,540,606 11,540,606
----------- -----------
* ALLIED HOLDINGS, INC. Common stock, 52,412 shares 766,225 751,552
RYDER SYSTEM, INC. Common stock, 35,191 shares 1,297,334 915,047
----------- -----------
$59,692,769 $70,770,741
=========== ===========
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE> 16
SCHEDULE II
ALLIED 401(K) RETIREMENT PLAN
ITEM 27B--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
AMOUNT RECEIVED
DURING THE YEAR UNPAID AMOUNTS OVERDUE
ORIGINAL --------------- BALANCE AT ------------------------
IDENTITY OF OBLIGOR AMOUNT PRINCIPAL INTEREST YEAR-END DESCRIPTION PRINCIPAL INTEREST
------------------- -------- --------- -------- -------- ---------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
* VARIOUS PLAN $550,219 $21,283 $5,144 $475,156 Notes issued from November 16,
PARTICIPANTS 1985 to August 31, 1998;
maturity dates from November 16,
1990 to August 31, 2003;
interest rates from 6% to 9% $341,617 $133,539
</TABLE>
*Party in interest to the Plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 17
SCHEDULE III
ALLIED 401(K) RETIREMENT PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PURCHASES SALES
--------------------- ------------------------------------------------
NUMBER OF NUMBER OF NET GAIN
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT TRANSACTIONS AMOUNT TRANSACTIONS PROCEEDS COST (LOSS)
------------------ ------------------------- ------------ ------ ------------ -------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
* PRINCIPAL LIFE Deposits in general account
of insurance company 138 $3,634,767 199 $2,659,620 $2,659,620 $ 0
INSURANCE COMPANY U.S. Stock Fund 186 2,490,830 255 2,500,486 1,733,091 767,395
Money Market Fund 173 3,132,035 207 2,668,527 2,563,164 105,363
Stock Index 500 Fund 254 4,790,097 187 1,794,109 1,206,710 587,399
Medium Company Value Fund 173 2,208,406 157 1,261,914 1,169,076 92,838
Medium Company Blend Fund 171 2,147,649 155 1,556,551 1,533,161 23,390
</TABLE>
*Transaction with a party in interest.
(a) Represents transactions or a series of transactions in excess of 5% of
the current value of plan assets as of the beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the plan administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
ALLIED HOLDINGS, INC. 401(k) RETIREMENT PLAN
By: /s/ Daniel H. Popky
---------------------------------------
Name: Daniel H. Popky
Title: Senior Vice President and
Chief Financial Officer
Date: June 28, 1998
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Location
- ------- ----------- --------
<S> <C> <C>
(23) Consent of Arthur Andersen LLP Filed herewith
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into Allied Holdings Inc.'s previously filed
Registration Statement on Form S-8, File No. 33-76108 covering the Allied 401(k)
Retirement Plan.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 23, 1999
