<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 200
DECATUR, GEORGIA 30030
[LOGO INSERTED HERE]
NOTICE OF ANNUAL MEETING
MAY 12, 1999
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 12, 1999 at 10:00 a.m., local
time, for the following purposes:
1. To elect three directors for terms ending in 2002;
2. To approve the 1999 Employee Stock Purchase Plan;
3. To ratify the appointment of Arthur Andersen LLP as
independent auditors of the Company to serve for the
1999 fiscal year; and
4. 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 16, 1999 will be entitled to vote at the meeting. The stock transfer
books will not be closed.
By Order of the Board of Directors,
/s/ A. Mitchell Poole, Jr.
-------------------------------------
A. Mitchell Poole, Jr.
President and Chief Operating Officer
Decatur, Georgia
March 29, 1999
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 200
DECATUR, GEORGIA 30030
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
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 12, 1999 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, 1998 is enclosed with this Proxy Statement.
VOTING AND OUTSTANDING STOCK
At the close of business on the record date, March 16, 1999, the
Company had outstanding and entitled to vote at the annual meeting 7,964,097
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 as to the election of directors. The affirmative vote of a
majority of the votes cast in person or by proxy at the annual meeting shall
constitute the affirmative act of the shareholders.
1. ELECTION OF DIRECTORS AND INFORMATION REGARDING DIRECTORS
The By-Laws of the Company provide for the division of the Board into
three classes, each class serving for a period of three years. Members of the
three classes currently are as follows: (i) Bernard O. De Wulf, Guy W. Rutland,
III, and Robert R. Woodson; (ii) Joseph W. Collier, Guy W. Rutland, IV, Berner
F. Wilson, Jr., and Randall E. West; and (iii) David G. Bannister, A. Mitchell
Poole, Jr., Robert J. Rutland, and William P. Benton.
The directors whose terms will expire at the 1999 annual meeting of
shareholders are Bernard O. De Wulf, Guy W. Rutland, III, and Robert R.
Woodson. Each of these directors have been nominated to stand for reelection as
directors to hold office until the 2002 annual meeting of shareholders or 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 THE PROPOSAL IN ORDER TO ELECT THE THREE NOMINEES FOR
DIRECTORS LISTED BELOW.
NOMINEES FOR ELECTION TO TERMS EXPIRING 2002 ANNUAL MEETING
BERNARD O. De WULF
Director Since 1993
Age 50
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 62
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 67
Mr. Woodson is a member of the Board of Directors of John H. Harland Company.
Mr. Woodson served as Chairman of John H. Harland Company from October 1995 to
April 1997. 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.
2
<PAGE> 5
INCUMBENT DIRECTORS - TERMS EXPIRING 2001 ANNUAL MEETING
JOSEPH W. COLLIER
Director Since 1995
Age 56
Mr. Collier has been the President of Allied Automotive Group, Inc. since
December 1995. Mr. Collier was Executive Vice President of Marketing and Sales
and Senior Vice President of Allied Systems, Ltd. from 1991 to December 1995.
Prior to joining the Company in 1979, Mr. Collier served in management
positions with Bowman Transportation and also with the Federal Bureau of
Investigation.
GUY W. RUTLAND, IV
Director Since 1993
Age 35
Mr. Rutland has been Vice President of the Company since October 1993 and Senior
Vice President - Operations of Allied Automotive Group, Inc. since November
1997. Mr. Rutland was Vice President - Reengineering Core Team of Allied
Automotive Group, Inc., from November 1996 to November 1997. From January 1996
to November 1996 Mr. Rutland was Assistant Vice President of the Central and
Southeast Region of Operations for Allied Systems, Ltd. (L.P.) From March 1995
to January 1996 Mr. Rutland was Assistant Vice President of the Central Division
of Operations for Allied Systems, Ltd. (L.P.) From June 1994 to March 1995, Mr.
Rutland was Assistant Vice President of the Eastern Division of Operations for
Allied Systems, Ltd. (L.P.) 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.
RANDALL E. WEST
Director Since 1997
Age 50
Mr. West has been the President of Axis Group, Inc. since October 1997. Mr.
West was President of Ryder Automotive Carrier Services, Inc. from January 1996
to October 1997 and Senior Vice President and General Manager of Ryder
International from 1993 to 1995.
BERNER F. WILSON, JR.
Director Since 1993
Age 60
Mr. Wilson has been Vice President of the Company since October 1993 and Vice
Chairman of the Board of Directors since December 1995. Mr. Wilson was
Secretary of the Company from December 1995 to June 1998. 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.
3
<PAGE> 6
INCUMBENT DIRECTORS - TERMS EXPIRING 2000 ANNUAL MEETING
DAVID G. BANNISTER
Director Since 1993
Age 43
Mr. Bannister has been a Managing Director of Grotech Capital Group since June,
1998. Grotech invests in companies primarily located in the Mid-Atlantic and
Southeastern regions of the United States and which are in early, emerging and
later stage growth cycles. Prior to that time, Mr. Bannister was a Managing
Director in the Transportation Group of BT Alex. Brown Incorporated and was
employed by that firm in various capacities since 1983. Mr. Bannister is also a
director of Landstar System, Inc.
WILLIAM P. BENTON
Director Since 1998
Age 75
Mr. Benton has been an Executive Director with Ogilvy & Mather, an advertising
agency, since January 1997. Mr. Benton was the Vice Chairman of Wells Rich
Greene/BDDP, an advertising agency, from September 1986 to January 1997. Mr.
Benton held numerous key executive positions with Ford Motor Company for more
than 37 years, including vice president and general manager of the Ford
Division and vice president and general manager of the Lincoln-Mercury
Division. He was also responsible for the operating companies that comprised
the 15 Western European countries during his Ford of Europe assignment. Mr.
Benton's last position with Ford was vice president of Marketing Worldwide. Mr.
Benton is also a Director of Speedway Motor Sports, Inc. and Sonic Automotive,
Inc.
A. MITCHELL POOLE, JR.
Director Since 1990
Age 51
Mr. Poole has been President, Chief Operating Officer, and Assistant Secretary
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
served as Chief Financial Officer until November 1998. 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
served in that capacity until December 1997. 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 57
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
4
<PAGE> 7
subsidiaries. Mr. Rutland is a member of the Board of Directors of Fidelity
National Bank, a national banking association.
OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
All directors have served continuously since their first election.
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 six meetings during
1998. 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 1998 is presented below.
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, Robert R. Woodson, and William
P. Benton. During 1998, 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, Robert R. Woodson
and William P. Benton. During 1998, the Compensation Committee held two
meetings.
COMPENSATION OF DIRECTORS
For the year ended December 31, 1998, each director of the Company who
was not also an employee received an annual fee of $20,000 and a fee of $3,000
for each meeting of the Board attended, plus reimbursement of expenses incurred
in attending meetings. An additional fee of $3,000 is paid for attending two or
more committee meetings held the same day as Board meetings.
On September 2, 1998, the Company granted to each director of the Company
who was not also an employee an option to acquire 5,000 shares of the Common
Stock pursuant to the Company's Long-Term Incentive Plan (the "LTI Plan"). The
options vest over a three year period, 33.3% per year, commencing one year from
the date of grant. The exercise price of the options is $10.375 per share,
which was the fair market value on the date of grant.
5
<PAGE> 8
COMMON STOCK OWNERSHIP BY MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information about beneficial
ownership of the Common Stock as of March 16, 1999 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 Shares
Beneficial Owner Beneficially Owned Outstanding
- ---------------- ------------------ -----------
<S> <C> <C>
Robert J. Rutland(1) 1,152,476 14.5
Guy W. Rutland, III(2) 846,615 10.6
Bernard O. De Wulf(3) 515,465 6.5
Guy W. Rutland, IV(4) 648,692 8.2
A. Mitchell Poole, Jr(5) 195,284 2.5
Berner F. Wilson, Jr. (6) 119,516 1.5
Joseph W. Collier (7) 23,589 *
David G. Bannister(8) 6,000 *
Robert R. Woodson(8) 6,000 *
Randall E. West(9) 14,349 *
William P. Benton(8) 4,000 *
---------
All executive officers and directors as
a group(10) (15 persons) 3,572,426 44.9
</TABLE>
- ------------------------
*Less than 1% not applicable
(1) Includes 18,099 shares owned by his wife to which he disclaims
beneficial ownership and 63,632 shares owned by him under the
Restricted Stock Plan.
(2) Includes 18,099 shares owned by his wife and 67,800 shares owned by a
private foundation to which he disclaims beneficial ownership and
4,064 shares owned by him under the Restricted Stock Plan.
(3) Includes 150,550 shares held in trust for the benefit of his wife and
family members and 7,915 shares owned by him under the Restricted
Stock Plan.
(4) Includes 647,211 shares held in a limited partnership of which he is
directly the beneficiary and 1,481 shares owned by him under the
Restricted Stock Plan.
(5) Includes 41,634 shares owned by him under the Restricted Stock Plan.
(6) Includes 1,996 shares owned by him under the Restricted Stock Plan.
(7) Includes 21,589 shares owned by him under the Restricted Stock Plan.
Does not include options to acquire 50,750 shares.
(8) Does not include options to acquire 5,000 shares.
(9) Includes 9,349 shares owned by him under the Restricted Stock Plan.
Does not include options to acquire 10,000 shares.
(10) Includes 185,990 shares issued under the Restricted Stock Plan. Does
not include options to acquire 89,050 shares.
6
<PAGE> 9
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 16, 1999, other than directors of the
Company.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Outstanding
- ---------------- ------------------ -----------
<S> <C> <C>
Goldman, Sachs & Co. (1) 770,500 9.7
85 Broad Street
New York, NY 10004
J. P. Morgan & Co. Incorporated (2) 668,000 8.4
60 Wall Street
New York, New York 10260
Dimensional Fund Advisors, Inc. (3) 478,435 6.0
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Private Capital Management, Inc. (4) 409,800 5.1
3003 Tamiami Trail N.
Naples, Florida 34103
</TABLE>
(1) According to a Schedule 13G dated February 14, 1999, filed on behalf
of Goldman, Sachs & Co. and affiliates.
(2) According to a Schedule 13G dated February 22, 1999, filed on behalf
of J.P. Morgan & Co. Incorporated.
(3) According to a Schedule 13G dated February 11, 1999, filed on behalf
of Dimensional Fund Advisors, Inc.
(4) According to a Schedule 13G dated February 16, 1999, filed on behalf
of Private Capital Management, Inc. and affiliated persons and
entities.
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
7
<PAGE> 10
their employment agreements. During December 1997, the Compensation Committee
approved amendments to the employment agreements with Messrs. Robert Rutland,
Poole and Collier to increase their base pay to the amounts set forth in this
Proxy Statement. The amendments to the employment agreements and the
adjustments to base pay were made, in part, based on a compensation study
performed for the Company by an independent consultant. Mr. West entered into
an employment agreement with the Company in October 1997.
Incentive Compensation. In January 1997, the Compensation Committee
approved amendments to the employment agreements with the named executive
officers to allow them to participate in the Company's EVA Based Incentive Plan
("Incentive Plan"). Beginning in 1997, incentive compensation for the named
executive officers was 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 LTI Plan. During 1998, the Compensation Committee awarded shares of
restricted stock to various officers, including the named executive officers,
pursuant to the LTI Plan.
EVA AND THE INCENTIVE PLAN
The primary objective of the Company in regard to executive
compensation is to link compensation with shareholder value. The Company has
adopted a 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 believes 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
designed to build long-term value for the Company and its shareholders rather
than focus on short-term results. In 1998, EVA was 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 base salary in 1998 was $500,000 as provided by
his employment agreement. Additionally, Mr. Rutland was paid a bonus in an
amount equal to $149,625 for 1998 which was calculated in accordance with a
formula set forth in the Incentive Plan. The Compensation Committee believes
that Mr. Rutland's 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.
<TABLE>
<S> <C> <C>
David G. Bannister William P. Benton Robert R. Woodson
</TABLE>
8
<PAGE> 11
EXECUTIVE COMPENSATION TABLE
Remuneration paid in 1998, 1997 and 1996 to executive officers is set forth on
the following table:
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Securities
Restricted Underlying
Other Annual Stock Options/SAR All Other
Name and Principal Position Year Salary Bonus Compensation(1) Awards(2) Awards (#) Compensation(3)
--------------------------- ---- ------ ------ --------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Rutland 1998 $500,000 $149,625 $29,038 $231,840 3,938 $197,466
Chairman and Chief 1997 440,049 304,444 38,717 -- -- 217,678
Executive Officer 1996 427,000 121,620 -- 200,000 -- 284,845
Bernard O. De Wulf 1998 341,270 54,632 -- 47,337 1,438 133,881
Vice Chairman and 1997 330,037 121,778 -- -- -- 136,101
Executive Vice President 1996 320,000 75,000 -- -- -- 138,744
3,150
A. Mitchell Poole, Jr. 1998 400,000 119,700 23,230 129,835 -- 55,592
President and Chief 1997 298,700 200,633 30,973 -- -- 42,416
Operating Officer 1996 290,000 121,620 -- 160,000 43,347
Joseph W. Collier 1998 300,000 97,352 11,615 69,546 2,562 19,201
President - Allied 1997 200,000 119,276 15,487 -- -- --
Automotive Group, Inc. 1996 175,000 60,816 -- 80,000 -- --
Randall E. West (4) 1998 242,000 67,247 -- 56,106 1,769 16,812
President - Axis 1997 242,000 194,811 50,103 -- -- 1,417
Group, Inc. 1996 220,000 125,000 50,000 -- -- --
</TABLE>
-----------------
(1) Represents amounts paid to the named executives other than Mr. West
for reimbursement of income tax liabilities incurred due to the
issuance of restricted stock awards. Amounts paid to Mr. represent
reimbursement for moving expenses.
(2) Represents dollar value of awards granted based on the closing market
price on December 31 of the year of grant. 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. The
aggregate restricted stock holdings at the end of 1998 for Mr.
Rutland were 41,128 shares (value at December 31, 1998 equaled
$591,215); for Mr. De Wulf, 3,293 shares (value at December 31, 1998
equaled $47,337); for Mr. Poole, 29,032 shares (value at December 31,
1998 equaled $417,335); for Mr. Collier, 14,838 shares (value at
December 31, 1998 equaled $213,296); and for Mr. West, 3,903 shares
(value at December 31, 1998 equaled $56,106).
(3) Amounts in this column represent the imputed cost to the Company of
the premiums paid on "split dollar" insurance agreements with the
named executive officers based on an interest-free loan basis. The
amounts reported are required by the Securities and Exchange
Commission's rules; however, the amounts exceed the taxable
compensation recognized by the named executive officers in regard to
the split dollar payments. The taxable compensation recognized by the
named executive officers in 1998 as a result of payments made
pursuant to the split dollar agreements is: $20,197 for Mr. Rutland;
$4,319 for Mr. De Wulf; $1,354 for Mr. Poole; $1,920 for Mr. Collier;
and $1,090 for Mr. West. Upon termination of each split dollar
agreement for any reason, the Company will receive back the aggregate
of the premiums paid.
9
<PAGE> 12
(4) Mr. West joined the Company in 1997, and his compensation in 1997
includes amounts paid by his former employer through September 30,
1997. All compensation in 1996 was paid by his former employer.
OPTION/SAR GRANTS FOR LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS Potential Realizable Value at Assumed Annual Rates of Stock
Price Appreciation for Option Term (4 Years)*
-------------------------------------------
5% 10%
-------------------- ---------------------
Number of % of Total
Securities Options/
Underlying SARS Granted Exercise or
Options/ to Employees Base Price Expiration Price Per Aggregate Price Per Aggregate
Name SARS Granted(1) in Fiscal Year ($/Share)(1) Date Share Value(2) Share Value (2)
---- --------------- -------------- ------------ ---- ----- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Rutland 3,938 6.5% $11.88 12/17/02 $17.47 $9,702 $21.05 $23,825
Bernard O. De Wulf 1,438 2.4% 11.88 12/17/02 17.47 3,552 21.05 8,700
A. Mitchell Poole, Jr. 3,150 5.2% 11.88 12/17/02 17.47 7,780 21.05 19,058
Joseph W. Collier 2,562 4.2% 11.88 12/17/02 17.47 6,328 21.05 15,500
Randall E. West 1,769 2.9% 11.88 12/17/02 17.47 4,369 21.05 10,703
</TABLE>
*The dollar gains under these columns result from calculations assuming 5% and
10% growth rates from the December 31, 1998 closing price of the Company's
Common Stock as set by the Securities and Exchange Commission and are not
intended to forecast future price appreciation of the Common Stock. The gains
reflect a future value based upon growth at these prescribed rates. The Company
is not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
(1) All awards under the SAR Plan were made in connection with the Incentive
Plan. The SAR awards vest over 3 years and must be exercised during the fourth
year. The exercise price increases 6% per year.
It is important to note that stock appreciation rights have value to
recipients, including the named executive officers, only if the stock price
advances beyond the exercise date price shown in the table, increased by 6% per
year, during the option term.
(2) Not discounted to present value. Using a discount rate of 10.5%, which
approximates the Company's cost of capital, the present value of the assumed
potential realizable value of Mr. Rutland's award is $6,507 at a 5% annual rate
of stock price appreciation and $15,980 at a 10% annual rate of stock price
appreciation, of Mr.De Wulf's award is $2,382 at a 5% annual rate of stock
price appreciation and $5,835 at a 10% annual rate of stock price appreciation;
of Mr. Poole's award is $5,218 at a 5% annual rate of stock price appreciation
and $12,782 at a 10% annual rate of stock price appreciation, of Mr.Collier's
award is $4,244 at a 5% annual rate of stock price appreciation and $10,396 at
a 10% annual rate of stock price appreciation; and of Mr. West's award is
$2,930 at a 5% annual rate of stock price appreciation and $7,179 at a 10%
10
<PAGE> 13
annual rate of stock price appreciation.
The following table sets forth as to each of the named executive
officers information with respect to option exercises during 1998 and the
status of their options on December 31, 1998 (i) the number of shares of Common
Stock underlying options exercised during 1998, (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, 1998 and
(iv) the aggregate dollar value of in-the-money exercisable options on December
31, 1998.
AGGREGATED OPTION EXERCISES DURING LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised In-the-Money
Number of Number of Unexercised Options Options at Fiscal
Shares at Fiscal Year End Year End(1)
Acquired Upon Value ------------------ -----------
Exercise of Realized Upon
Name Option Upon Exercise Exercisable Unexercisable Exercisable Unexercisable
---- ------ --- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Rutland -- -- -- -- -- --
Bernard O. De Wulf -- -- -- -- -- --
Mitchell Poole, Jr. -- -- -- -- -- --
Joseph W. Collier -- -- 30,750 20,000 $148,065 $97,400
Randall E. West -- -- 3,333 6,667 -- --
</TABLE>
(1) In accordance with the Securities and Exchange Commission'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 $14.375, the closing price of
the Common Stock price reported on The New York Stock Exchange on
December 31, 1998.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Messrs. Robert Rutland, De Wulf, Poole, Collier, and West have entered
into employment agreements with the Company. These agreements, which are
substantially similar, are for five year terms ending in January 2001, except
for Mr. West's, which expires December 31, 1999. These agreements provide for
compensation to the officers in the form of annual base salaries, plus
percentage annual increases in subsequent years based upon either the Consumer
Price Index, or such amount established by the Compensation Committee.
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 (i) the annual
base salary, plus (ii) the average of the previous two years' bonus payments for
the applicable officer. The severance benefits that would have been due pursuant
to the employment agreements effective January 1, 1999 are: $1,503,944 to Mr.
Rutland, $892,647 to Mr. De Wulf, $1,160,233 to Mr. Poole, $846,952 to Mr.
Collier, and $742,542 to Mr. West. The Company
11
<PAGE> 14
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's LTI Plan allows for the issuance of an aggregate of
650,000 shares of Common Stock. 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 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 1998 the Company granted options to purchase 15,000 shares of
the Company's Common Stock at a price per share of $10.375. 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%
increments per year and expire ten years from the date of the grant. Options to
acquire 111,888 shares of Common Stock were exercisable at December 31, 1998.
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. On February 25, 1998 the Company awarded an aggregate of 54,523
shares, with an aggregate value of $1,049,568 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 are made in cash. The Compensation Committee
determines the applicable terms for each award under the SAR Plan. In 1998, the
Compensation Committee issued stock appreciation rights units for an aggregate
of 60,610 shares of Common Stock. All awards under the SAR Plan were made in
connection with the Incentive Plan. The SAR awards vest over 3 years and must
be exercised during the Fourth Year. The exercise price increases 6% per year.
12
<PAGE> 15
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 rewarding 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 is measured for each of the Company's major operating units
and rewards participants for increases in EVA and penalizes 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 eligible to participate in the Incentive Plan. Target bonus
amounts are determined for each participant by the Chairman and President and
approved by the Compensation Committee.
A participant's target bonus is either 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 75%
on a business unit or a subsidiary and 25% on the Company's consolidated
results.
Annually, an actual bonus is 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 participant's
bonus bank is less than or equal to the participant's 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 are 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 of the portion of the actual bonus payable to a
participant with respect to any calendar year is paid to the participants in
cash and 5% is paid in the form of stock appreciation rights, pursuant to the
SAR Plan.
RETIREMENT PLANS
The Company maintains a tax qualified defined 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.
13
<PAGE> 16
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") Sections 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 1998 is $160,000.
The compensation covered by the Retirement Plan for Messrs. Robert
Rutland, De Wulf, Poole, Collier and West is $160,000.
The estimated years of credited service for each of the current
executives as of December 31, 1998 is as follows:
<TABLE>
<CAPTION>
Years of Credited Service
Name as of December 31, 1998
---- -------------------------
<S> <C>
Robert J. Rutland 34.7
Joseph W. Collier 19.0
Bernard O. De Wulf 15.0
A.Mitchell Poole, Jr. 10.7
Randall E. West 1.3
</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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
David G. Bannister, William P. Benton and Robert W. Woodson served as
members of the Compensation Committee during the year ended December 31, 1998.
None of the members of the Compensation Committee were officers of the Company
or had any relationship with the Company requiring disclosure under Securities
and Exchange Commission regulations.
14
<PAGE> 17
CERTAIN TRANSACTIONS
Prior to December 31, 1997, the Company leased 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 Company provided loans to DELOS in the aggregate
amount of $573,419 which bear interest at the rate of 6% per annum. On December
31, 1997, DELOS sold the building to an unrelated party and in January 1998,
DELOS repaid the Company the $573,419 loan.
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, 1998. While
the Company began trading on the New York Stock Exchange in March 1998, it
believes that the NASDAQ Stock Market (U.S.) Index and the NASDAQ Trucking and
Transportation Index are the appropriate indicies for purposes of the
performance graph.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG ALLIED HOLDINGS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ TRUCKING & TRANSPORTATION INDEX
Allied Hldgs Inc (AHI)
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-------------------------------------------------------------------------------------------------
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 3/97 6/97 9/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALLIED HOLDINGS, INC. 100 87 70 68 55 49 40 37 40 41 48 47 37 31 51 99
NASDAQ STOCK MARKET (U.S.) 100 96 91 99 98 107 122 137 138 145 157 162 170 161 190 222
NASDAQ TRUCKING & TRANSPORTATION 100 100 93 95 91 95 104 106 106 116 115 110 117 115 132 155
</TABLE>
Allied Hldgs Inc (AHI)
<TABLE>
<CAPTION>
-----------------------------
12/97 3/98 6/98 9/98 12/98
<S> <C> <C> <C> <C> <C>
ALLIED HOLDINGS, INC. 88 92 97 62 66
NASDAQ STOCK MARKET (U.S.) 208 244 251 227 294
NASDAQ TRUCKING & TRANSPORTATION 149 169 159 114 132
</TABLE>
* $100 INVESTED ON 12/31/93 IN STOCK OR INDEX --
INCLUDING REINVESTMENTS OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
15
<PAGE> 18
2. APPROVAL OF THE 1999 EMPLOYEE STOCK PURCHASE PLAN
On December 16, 1998, the Board of Directors adopted the 1999 Employee
Stock Purchase Plan ("1999 Plan"), in the form attached hereto as Exhibit A,
covering 350,000 shares of Common Stock. The purpose of the 1999 Plan is to give
all employees of the Company and subsidiaries who are full-time employees the
opportunity to subscribe for shares of Common Stock on an installment basis
through payroll deductions and thereby obtain or increase a proprietary interest
in the Company. The number of shares for which an employee may subscribe is
limited to those which can be purchased, through payroll deductions of not less
than 1% nor more than 10% of the employee's rate of compensation for each pay
period in effect on the date of the payroll deductions. Purchases under the 1999
Plan are limited to the lesser of (i) $10,000 of fair market value of the Common
Stock or (ii) 600 shares of the Common Stock for each calendar year. The
purchase price per share is 85% of the lesser of the fair market value for a
share of Common Stock (as reported in the record of Composite Transactions for
New York Stock Exchange listed securities and printed in The Wall Street Journal
as of (i) the Offering Commencement Date or (ii) the Offering Termination Date,
as defined in the 1999 Plan.
Payment for the shares will be made by payroll deductions. The number
of shares subscribed for and the purchase price per share are subject to
adjustment in the event of the payment of stock dividends or stock splits and
certain other capital adjustments. An employee may terminate his or her
subscription at any time on or before the 10th day prior to an Offering
Commencement Date.
The general income tax rules applicable to the 1999 Plan as set forth
below are applicable to employees for U.S. federal income tax purposes:
No taxable income will be recognized by an employee either at the time
options are granted pursuant to the 1999 Plan or at the time an employee
purchases shares pursuant to the 1999 Plan. If an employee disposes (a
disposition includes, among other things, sales and gifts) of shares TWO YEARS
OR MORE after the date when the related option is granted and at least one year
after the employee acquired the shares, then at that time the employee will
recognize as compensation income the lesser of:
A. the excess of the fair market value of shares on the date of
disposition over the amount paid for such shares, or
B. 15% of the fair market value of the shares at the beginning
of the Offering Period in which the shares were acquired.
In addition, the employee may recognize a long-term capital gain or
loss in an amount equal to the difference between the amount realized upon the
sale of the stock and the basis in the stock (i.e., purchase price plus the
amount, if any, taxed to the employee as ordinary compensation income). If an
employee disposes of the shares (including any gifts of shares) WITHIN TWO
YEARS of the date when the related option was granted or within one year after
the employee acquired the shares, at that time the employee will recognize
compensation income equal to the fair market value of the shares on the day the
employee purchased them (the last business day of the applicable Offering
Period) less the amount paid for the shares. In addition, the employee will
recognize a capital gain or loss in an amount equal to the difference between
the amount realized upon the sale of the stock and the employee's basis in the
stock (i.e., in this case, the purchase price plus the amount taxed to the
employee as compensation income). If the holding periods set forth above are
satisfied, the Company will not receive any
16
<PAGE> 19
deduction for federal income tax purposes with respect to the options or the
shares issued pursuant thereto. If the holding periods are not satisfied, the
Company may be entitled to a deduction in an amount equal to the amount which is
considered compensation income.
The general income tax rules applicable to the 1999 Plan set forth
below are applicable to employees resident in Canada for Canadian federal income
tax purposes:
No taxable income will be recognized by an employee at the time options
are granted pursuant to the 1999 Plan. If the employee purchases shares pursuant
to the 1999 Plan, then at that time the employee will recognize as income from
employment and amount equal to the excess of the fair market value of the shares
at the time such shares are purchased by the employee over the price which paid
for them.
If the employee disposes of the shares (including any gift of shares),
at that time the employee will ordinarily recognize a capital gain or loss in an
amount equal to the difference between the amount realized on the sale of the
shares and the employee's basis in the shares (i.e. the fair market value of the
shares at the time the employee acquired them). The tax basis of the shares must
be adjusted each time a new acquisition is made to recognize that the tax basis
is calculated as an average over the total number of shares purchased. The
Company will not receive any deduction for Canadian income tax purposes with
respect to the options or the shares issued pursuant thereto. All dividends
received on shares acquired under the 1999 Plan, even if reinvested in
additional shares, will be required to be included in the employee's income for
the year in which such dividends are paid. Dividends on the shares will not
qualify for the dividend tax credit since the Company is not resident in Canada.
The Company will include in the T-4 Supplementary Form prepared for
each Canadian employee the appropriate amount of employment income arising on
the purchase of shares through the 1999 Plan. If the employee sells any shares,
it becomes the employee's responsibility to calculate any gains or losses
incurred and to compute his or her income for Canadian tax purposes accordingly.
The 1999 Plan may be amended by the Board of Directors in any way which
does not adversely affect the rights of employees under subscription agreements
previously entered into under the 1999 Plan.
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 1999 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" approval of the 1999.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO ADOPT THE 1999 EMPLOYEE STOCK PURCHASE PLAN.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, upon the recommendation of the
Audit Committee, has appointed the firm of Arthur Andersen LLP to serve as
independent auditors of the Company for the fiscal year ending December 31,
1999, subject to ratification of this appointment by the shareholders of the
Company. Arthur Andersen LLP has served as independent auditors of the Company
since 1980 and is considered by management of the Company to be well qualified.
The Company has been advised by the firm that neither it nor any member thereof
has any financial
17
<PAGE> 20
interest, direct or indirect, in the Company or any of its subsidiaries in any
capacity.
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.
If a shareholder specifies a choice on the Proxy, the shares of Common
Stock represented by the Proxy will be voted for the ratification of the
appointment of Arthur Andersen LLP as independent auditors of the Company. 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" ratification of the
appointment of Arthur Andersen LLP.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 1999 FISCAL YEAR.
SHAREHOLDER PROPOSALS
Any proposal that a shareholder intends to present at the 2000 Annual
Meeting must be received at 160 Clairemont Avenue, Suite 200, Decatur, Georgia
30030 addressed to the attention of A. Mitchell Poole, Jr., President and Chief
Operating Officer, not later than December 1, 1999.
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 New York
Stock Exchange. 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 1998 fiscal year all filing
requirements applicable to its officers, directors and 10% shareholders were
complied with, except that William P. Benton failed to timely file a Form 3
Report.
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
18
<PAGE> 21
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 200, DECATUR, GEORGIA 30030, A COPY OF THE COMPANY'S
1998 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.
19
<PAGE> 22
EXHIBIT A
ALLIED HOLDINGS, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND APPROVAL
1.1 PURPOSE OF THE PLAN. The purpose of the Allied Holdings, Inc. 1999
Employee Stock Purchase Plan is to provide a method whereby Employees of the
Company may acquire a proprietary interest in the Company through the purchase
of Shares of common stock of Allied Holdings, Inc. The Plan is intended to
qualify as an "Employee Stock Purchase Plan" as defined in Section 423 of the
Code. The provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of the Code.
1.2 APPROVAL OF THE PLAN. The Plan was adopted by the Board on December
16, 1998, subject to approval by the Company's shareholders, as required by the
Code.
ARTICLE II
DEFINITIONS
2.1 "ACCOUNT" means the account maintained by the Company for a
Participant pursuant to Section 3.3.
2.2 "ACT" means the Securities Exchange Act of 1934, as amended.
2.3 "BOARD" means the Board of Directors of Allied Holdings, Inc.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the Compensation Committee of the Board, or such
other Committee as the Board may designate to administer the Plan pursuant to
Article VI.
2.6 "COMPANY" means Allied Holdings, Inc. and its Subsidiaries.
2.7 "COMPENSATION" means all base straight time gross earnings,
commissions, overtime and other compensation, but shall not include income
recognized pursuant to stock options or Shares purchased hereunder or to
imputed fringe benefit income.
2.8 "ELIGIBLE EMPLOYEE" means an Employee described in Section 3.2.
2.9 "EMPLOYEE" means any person who is an employee of the Company for tax
purposes, subject to the exclusion of such persons or classes of persons as the
Committee may determine to be consistent with Code Section 423 and other
applicable law.
2.10 "EXERCISE PRICE" means the purchase price for Shares purchased
pursuant to the exercise of an Option identified in Section 4.1.
A-1
<PAGE> 23
2.11 "FAIR MARKET VALUE" means,
(a) If the Shares are listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such Shares (or the closing
bid, if no sales were reported) as quoted on such exchange or system on the
date of such determination, as reported in "The Wall Street Journal" or such
other source as the Committee deems reliable, or;
(b) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, Fair Market Value shall be the mean
of the closing bid and asked prices for Shares on the date of such
determination, as reported in "The Wall Street Journal" or such other source as
the Committee deems reliable, or;
(c) In the absence of an established market for the Shares, the
Fair Market Value thereof shall be determined in good faith by the Committee.
2.12 "HOLDING PERIOD" means that period beginning on an Offering
Termination Date on which Shares purchased by Participants and ending twelve
(12) calendar months later.
2.13 "OFFERING" means an offering to Participants of Options to purchase
Shares under Section 4.1.
2.14 "OFFERING COMMENCEMENT DATE" means the first business day of the
calendar quarter applicable to the Offering.
2.15 "OFFERING TERMINATION DATE" means the last business day of the
calendar quarter applicable to the Offering.
2.16 "OPTION" means an option to purchase Shares granted pursuant to the
Plan.
2.17 "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan pursuant to Section 3.3, and who has not become an
ineligible Employee or withdrawn from participation in the Plan pursuant to
Article III.
2.18 "PLAN" means the Allied Holdings, Inc. 1999 Employee Stock Purchase
Plan.
2.19 "PLAN ADMINISTRATOR" means the Vice President, Human Resources of
Allied Industries Incorporated or such other individual as the Committee may
designate to administer the Plan pursuant to Article VI.
2.20 "SHARE" means one share of common stock no par value of Allied
Holdings, Inc.
2.21 "SUBSIDIARY" means a corporation (or other form of entity which the
Committee has determined shall be treated as a corporation for purposes of Code
Section 423), domestic or
A-2
<PAGE> 24
foreign, of which not less than fifty percent (50%) of the voting shares are
held by the Company or a Subsidiary, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or Subsidiary.
2.22 "TRANSFER AGENT" means the officially designated transfer agent of the
Company.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 GRANTING OF OPTIONS TO EMPLOYEES
A. GRANTING OF OPTIONS TO COMPANY EMPLOYEES ONLY. To the extent
permitted by the Plan, Options to purchase Shares hereunder, shall
only be granted to Employees of the Company.
B. EMPLOYEE RIGHTS AND PRIVILEGES. All Employees granted Options
under the Plan shall have the same rights and privileges, except that
the Committee may from time to time provide for differences in the
rights and privileges of Employees granted Options hereunder, so long
as such differences do not jeopardize the qualification of the Plan
under Code Section 423 or violate other applicable law.
3.2 ELIGIBILITY OF EMPLOYEES. Employees who qualify as Eligible Employees
pursuant to this Section shall be eligible to elect to participate in the Plan
in accordance with Section 3.3.
A. ELIGIBLE EMPLOYEE DEFINED. Except as otherwise required by
Code Section 423 or other applicable law, including, without
limitation, securities laws of a foreign jurisdiction applicable to
such Employee, an Employee shall be considered an Eligible Employee for
purposes of participation in the Plan as of the first Offering
Commencement Date after Employee attains the age of twenty-one (21),
provided, that, such Employee's customary employment with the Company
is at least twenty (20) hours per week and more than five (5) months
per calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds ninety (90) days and the
individual's right to reemployment is not guaranteed either by statute
or by contract, the employment relationship shall be deemed to have
terminated on the ninety-first (91)st day of such leave.
B. REHIRED EMPLOYEES. If an Eligible Employee who has ceased to
be an Employee becomes an Employee again on a date thereafter, such
Employee automatically shall become an Eligible Employee effective as
of the Offering Commencement Date following such date.
C. EMPLOYEES DEEMED INELIGIBLE FOR PARTICIPATION
(i) 5% OWNERS. No Option shall be granted hereunder to
any Employee
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<PAGE> 25
who, immediately after the Option is granted, would own, within the
meaning of Code Section 424(d), Shares possessing 5% or more of the
total combined voting power or value of all classes of stock of the
Company. For purposes of this Section, Shares that an Employee would be
entitled to purchase on the Offering Termination Date applicable to an
Option that has been granted pursuant to Section 4.1 shall be treated
as owned by the Employee.
(ii) EMPLOYEES WITH EXERCISE RIGHTS IN EXCESS OF $25,000
PER YEAR. No Option shall be granted hereunder to any Employee if,
within the calendar year in which such Option first becomes
exercisable, such Option (together with any other options that first
become exercisable in such year that have been granted to the Employee
under the Plan or any other qualified employee stock purchase plan
maintained by the Company) would provide the Employee with the right
in such year to purchase Shares having a Fair Market Value (determined
on the Offering Commencement Date applicable to each such Option) in
excess of $25,000.
(iii) OTHER EMPLOYEES. The Committee may from time to time
deem ineligible for participation hereunder any class or group of
Employees, so long as the exclusion of such class or group from
participation does not jeopardize the qualification of the Plan under
Code Section 423 or violate other applicable law.
3.3 ELECTION TO PARTICIPATE
A. PAYROLL DEDUCTION AUTHORIZATION FORM. An Eligible Employee
may elect to participate in the Plan by filing a properly completed
authorization form, or such other authorization as the Plan
Administrator shall require, with the party designated by the Plan
Administrator no later than ten (10) business days before the Offering
Commencement Date. Such form shall authorize automatic payroll
deductions from a Participant's Compensation for each pay period
commencing on the Offering Commencement Date next succeeding receipt
of the timely filed authorization form by the designated party (or
such other date as may be designated by the Plan Administrator), and
continuing until (i) the Participant changes the amount of such
payroll deductions pursuant to Section 3.3(C), (ii) the Participant
becomes an ineligible Employee or withdraws from participation in the
Plan pursuant to Article III, (iii) the Plan is suspended or
terminated pursuant to Section 7.11, or (iv) the Committee otherwise
determines.
B. AMOUNT OF PAYROLL DEDUCTIONS; CALENDAR YEAR LIMIT. The
payroll deductions authorized by the Participant shall be in whole
percentages, not less than 1% and not more than 10% of Compensation,
for each pay period, in effect on the date the payroll deductions to
which the authorization form relates are made. Purchases under the
Plan will be limited to the lesser of (i) $10,000 of the Fair Market
Value of Shares (determined as of the Offering Commencement Date), or
(ii) six hundred (600) Shares for each calendar year (or at such other
limit as determined by the Committee).
C. CHANGES IN PAYROLL DEDUCTIONS. Subject to Section 3.3(B), a
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<PAGE> 26
Participant may increase or decrease the amount of payroll deductions
previously authorized by filing a properly completed change form, or
such other authorization as the Plan Administrator shall require, with
the party and by the date designated by the Plan Administrator. Such
change shall be made in whole percentages of Compensation, and shall be
effective beginning on the Offering Commencement Date next succeeding
the receipt of the timely filed change form by the designated party (or
such other date as may be designated by the Plan Administrator).
D. PARTICIPANT'S ACCOUNT. The Company shall cause to be
maintained payroll deduction Accounts for all Participants. Payroll
deductions made from a Participant's Compensation shall be credited to
the Participant's Account, and shall be applied for the purchase of
Shares pursuant to Article IV. No interest shall be paid or allowed on
any payroll deductions credited to a Participant's Account.
3.4 WITHDRAWAL FROM PARTICIPATION
A. IN GENERAL. A Participant may withdraw from participation in
the Plan at any time up to ten (10) business days prior to the
Offering Termination Date by filing a properly completed withdrawal
form, or such other authorization as the Plan Administrator shall
require, with the party and by the date designated by the Plan
Administrator. As soon as practicable after receipt of the timely
filed withdrawal form by the designated party, (i) all payroll
deductions then credited to the Participant's Account which have not
already been applied for the purchase of Shares hereunder shall be
paid to the Participant, and (ii) no further payroll deductions shall
be made from the Participant's Compensation and no Options shall be
granted to the Participant during any Offering commencing thereafter,
unless the Participant elects again to participate in the Plan
pursuant to Section 3.3. Partial withdrawals from participation shall
not be permitted.
B. TERMINATION OF EMPLOYMENT.
(i) If a Participant ceases to be an Employee for any
reason other than death or retirement, on or before the last working
day preceding the 10th day prior to any Offering Termination Date, the
Participant shall be deemed to have filed a withdrawal form in
accordance with Section 3.4(A) on the date such Participant ceases to
be an Employee. If the Participant ceases to be an Employee after such
last working day, the Participant shall be deemed to have (x)
exercised any outstanding Options in accordance with Article IV, and
(y) immediately thereafter filed a withdrawal form in accordance with
Section 3.4(A). The deemed filing of a withdrawal form pursuant to
this Section shall have the same consequences as would the actual
filing of a withdrawal form pursuant to Section 3.4(A). Shares in the
Account of a Participant who experiences a termination of employment
under the circumstances described in this Section 3.4(B) (i) will
continue to be subject to the twelve (12)-month restriction period as
discussed in Section 4.2(B) (iv).
(ii) In the event of the retirement or death of a
Participant, prior to an
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<PAGE> 27
Offering Termination Date, the Participant or his personal
representative shall receive the Shares to which the Participant would
have been entitled to receive as a result of such Participant's payroll
deductions, for the current Offering up to the time of retirement or
death. Shares in the Account of a Participant who experiences a
termination of employment described in this Section 3.4(B) (ii) will
not be subject to the twelve-month restriction period described in
Section 4.2(B) (iv).
ARTICLE IV
GRANTING AND EXERCISE OF OPTIONS
4.1 GRANTING OF OPTIONS
A. QUARTERLY OFFERINGS. The Plan shall be implemented by
Offerings to Participants of Options to purchase Shares. Offerings
shall be made each calendar quarter. Each Offering shall commence on
the Offering Commencement Date and shall terminate on the Offering
Termination Date. The first Offering Commencement Date shall be the
Effective Date of the Plan as provided in Section 7.8. Offerings shall
continue to be made under the Plan until the later of (i) the date the
maximum number of Shares identified in Article V has been purchased
pursuant to Options granted hereunder, or (ii) the Plan is terminated
or suspended pursuant to Section 7.11. The Committee shall have the
power to change the duration of Offerings (including the commencement
dates thereof) with respect to future Offerings, without shareholder
approval, if such change is announced at least two (2) days prior to
the scheduled beginning of the first Offering to be affected
thereafter.
B. GRANTING OF OPTIONS. On the Offering Commencement Date for
each Offering period, a Participant automatically shall be granted a
separate Option to purchase for the applicable Exercise Price a
maximum number of Shares equal to the accumulated payroll deductions
credited to the Participant's Account as of the Offering Termination
Date for such period, divided by 85% of the lesser of (i) the Fair
Market Value of the Shares on the Offering Commencement Date, or (ii)
the Fair Market Value of the Shares on the Offering Termination Date.
C. EXERCISE PRICE. The Exercise Price for Options granted
hereunder shall be set by the Committee, provided, however, that the
Exercise price shall not be less than 85% of the lesser of (i) the
Fair Market Value of the Shares on the Offering Commencement Date, or
(ii) the Fair Market Value of the Shares on the Offering Termination
Date. Unless otherwise provided by the Committee prior to the
commencement of an Offering, the Exercise Price for that Offering
shall be 85% of the lesser of (i) the Fair Market Value of the Shares
on the Offering Commencement Date, or (ii) the Fair Market Value of
the Shares on the Offering Termination Date.
4.2 EXERCISE OF OPTIONS
A. AUTOMATIC EXERCISE. Except as otherwise provided in the Plan
or determined by the Committee, an Option granted to a Participant
hereunder shall be
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<PAGE> 28
deemed to have been exercised automatically on the Offering Termination
Date applicable to such Option. Such exercise shall be for the
purchase, on or as soon as practicable after the Offering Termination
Date, of the number of full and/or fractional Shares that the
accumulated payroll deductions credited to the Participant's Account as
of the Offering Termination Date will purchase at the applicable
Exercise Price (but not in excess of the number of Shares for which an
Option has been granted to the Participant pursuant to Section 4.1).
The Participant's Account shall be charged for the amount of the
purchase, and the Participant's ownership of the Shares purchased shall
be appropriately evidenced on the books of the Company.
B. RESTRICTIONS ON EXERCISE OF OPTIONS
(i) EXERCISE OF OPTIONS. As required by Code Section
423, any Option granted hereunder shall in no event be exercisable
after the expiration of twenty-seven (27) months following the
Offering Commencement Date applicable thereto.
(ii) EXERCISE BY THE PARTICIPANT ONLY. During the
Participant's lifetime, any Option granted to the Participant shall be
exercisable only by such Participant.
(iii) OTHER RESTRICTIONS. Under no circumstances shall any
Option be exercised, nor shall any Shares be issued hereunder, until
such time as the Company shall have complied with all applicable
requirements of (a) the Act, (b) all applicable listing requirements
of any securities exchange on which the Shares are listed, and (c) all
other applicable requirements of law or regulation.
(iv) HOLDING PERIOD. Shares purchased pursuant to this
Plan may not be sold, assigned, transferred, pledged, exchanged,
encumbered or otherwise disposed of in any way (other than by will or
the laws of descent or distribution) during the applicable Holding
Period, except in the event of Death or Disability as discussed in
Section 3.4(B); provided, however, that the Committee, in its
discretion, may shorten the Holding Period or otherwise provide for
the lapse of any restrictions outstanding on any Shares. All
certificates issued to Participants following each Offering
Termination Date shall bear a legend in substantially the following
form:
The shares represented by this certificate may not be sold,
assigned, transferred, pledged, exchanged, encumbered or otherwise
disposed of in any way (other than by will or the laws of descent and
distribution) for a period commencing on [insert applicable Purchase
Date] and ending one (1) year thereafter (the "Holding Period");
provided, however, that the committee administering the Allied
Holdings, Inc. 1999 Employee Stock Purchase Plan, in its discretion,
may shorten the Holding Period or otherwise provide for the lapse of
any restrictions outstanding on any such shares.
C. ISSUANCE OF CERTIFICATES. Certificates with respect to Shares
purchased hereunder shall be issued to the Participant upon request by
the Participant to the Transfer Agent. The Transfer Agent shall issue
and deliver such certificates as soon as
A-7
<PAGE> 29
practicable after receipt of such a request. The Participant shall pay
any fees charged by the Transfer Agent for its services. The Company
shall not be required to issue any certificates for fractional Shares.
If a Participant requests certificates for Shares for the purpose of
disposing of all of the Participant's Shares, the Company shall pay to
the Participant cash in lieu of any fractional Shares, based on the
Fair Market Value of such fractional Shares as of the date of the
issuance of such certificates.
D. REGISTRATION OF CERTIFICATES. Certificates shall be
registered only in the name of the Participant or the Participant and
his or her spouse.
E. RIGHTS AS A SHAREHOLDER. The Participant shall have no rights
or privileges of a shareholder of the Company with respect to Options
granted or Shares purchased hereunder, unless and until such Shares
shall have been appropriately evidenced on the books of the Company.
ARTICLE V
STOCK
5.1 MAXIMUM SHARES. The maximum aggregate number of Shares which may be
purchased under the Plan shall be 350,000, subject to adjustment upon certain
corporate changes as provided in Section 5.2. If the total number of Shares for
which Options are exercised on any Offering Termination Date exceeds such
maximum number, the Committee shall make a pro rata allocation of the Shares
available for purchase in as nearly a uniform manner as shall be practicable
and as it shall determine to be equitable, and the balance of payroll
deductions credited to the Account of each Participant shall, to the extent not
applied for the purchase of Shares, be refunded to the Participants as soon as
practicable thereafter.
5.2 ADJUSTMENT UPON CORPORATE CHANGES. In the event of any stock dividend,
stock split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders (other than ordinary cash dividends),
exchange of Shares, or other similar corporate change with respect to the
Company, the Committee (i) shall determine the kind of Shares that may be
purchased under the Plan after such event, and (ii) may, in its discretion,
adjust the aggregate number of Shares available for purchase under the Plan or
subject to outstanding Options and the respective Exercise Prices applicable to
outstanding Options. Any adjustment made by the Committee pursuant to the
preceding sentence shall be conclusive and binding on the Company and all
Employees.
ARTICLE VI
ADMINISTRATION
6.1 APPOINTMENT OF COMMITTEE. Except as otherwise delegated by the
Committee pursuant to this Article VI, (i) the Plan shall be administered by
the Committee, (ii) the Committee shall have full authority to administer and
interpret the Plan in any manner it deems appropriate in its sole discretion,
and (iii) the determinations of the Committee shall be binding on and
conclusive as to all parties.
A-8
<PAGE> 30
6.2 DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as
otherwise provided in the Plan, required by applicable law, or determined by
the Committee, (i) the Plan Administrator shall be responsible for the
performance of such administrative duties under the Plan not otherwise reserved
to the Committee, (ii) the Plan Administrator shall have full authority to
administer and interpret the Plan in any manner it deems appropriate in its
sole discretion, and (iii) the determinations of the Plan Administrator shall
be binding on and conclusive as to all parties.
6.3 COMPLIANCE WITH APPLICABLE LAW. The Plan shall not be interpreted or
administered in any way that would cause the Plan to be in violation of Code
Section 423 or other applicable law.
6.4 EXPENSES. The Company shall pay all expenses related to the
administration of the Plan, except charges imposed by the Transfer Agent for
issuing certificates for Shares, sales charges and commissions applicable to
Shares, charges for back records and research performed at the request of the
Participant, and such other expenses as may be designated by the Committee. The
Participant shall pay all expenses related to administration of the Plan that
are not paid for by the Company.
ARTICLE VII
MISCELLANEOUS
7.1 NO EMPLOYMENT RIGHTS. The Plan shall not, directly or indirectly,
create in any Employee or class of Employees any right with respect to
continuation of employment with the Company. The Plan shall not interfere in
any way with the Company's right to terminate, or otherwise modify, an
Employee's employment at any time.
7.2 RIGHTS NOT TRANSFERABLE. Any rights of the Participant under the Plan
shall not be transferred other than (i) by will, (ii) by the laws of descent or
distribution, or (iii) pursuant to a qualified domestic relations order, as
defined in the Code.
7.3 WITHHOLDING. The Committee shall have the right to make such
provisions as it deems appropriate to satisfy any obligation of the Company to
withhold federal, state or local income or other taxes incurred by reason of
the operation of the Plan.
7.4 DELIVERY OF SHARES TO ESTATE UPON DEATH. In the event of the death of
a Participant, any Shares purchased by the Participant hereunder, other than
Shares as to which the Participant previously received certificates, shall be
issued and delivered to the estate of the Participant as soon as practical
thereafter.
7.5 EFFECT OF PLAN. The provisions of the Plan shall be binding upon, and
inure to the benefit of, all successors of each Participant, including without
limitation the Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy
or representative of creditors of such Participant.
A-9
<PAGE> 31
7.6 USE OF FUNDS. All funds received or held by the Company pursuant to the
Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such funds from its general assets.
7.7 PLAN SHARE PURCHASES. Shares subject to purchase by Participants under
the Plan shall, in the discretion of the Committee, be made available from
treasury Shares, authorized but unissued Shares, reacquired Shares, and/or
Shares purchased on the open market.
7.8 EFFECTIVE DATE. The Plan shall be effective on the first business day
of the calendar quarter occurring on or after the later of (i) February 1,
1999, (ii) the effective date of the Form S-8 Registration Statement covering
Shares authorized for purchase under the Plan, or (iii) such other date as may
be designated by the Committee. The Plan shall remain in effect for a term of
ten (10) years thereafter, unless sooner terminated pursuant to Section 7.10.
7.9 AMENDMENTS TO THE PLAN. The Committee may from time to time make
amendments to the Plan that it deems advisable and consistent with the purposes
of the Plan and applicable law. Notwithstanding the foregoing, no amendment
that would (i) effect an increase in the number of Shares which may be
purchased under the Plan, which increase is of a type that would require
shareholder approval under Code Section 423, or (ii) effect a change in the
designation of the corporations whose Employees may be offered Options under
the Plan, which change is of a type that would require shareholder approval
under Code Section 423, shall become effective unless the shareholder approval
required by Code Section 423 is obtained.
7.10 TERMINATION OR SUSPENSION OF THE PLAN. The Committee shall have the
power at any time to terminate or suspend the Plan and all rights of Employees
under the Plan.
7.11 GOVERNING LAW. The laws of the State of Georgia shall govern all
matters relating to the Plan, except to the extent such laws are superseded by
the laws of the United States.
7.12 MERGER CLAUSE. The terms of the Plan are wholly set forth in this
document, including certain standards of certain other plans which are to be
applied to an Employee for purposes of the Plan to the extent provided herein,
regardless of whether such Employee is covered under such plans. This Section
shall in no way limit the authority of the Committee and the Plan Administrator
to administer the Plan as provided herein.
A-10
<PAGE> 32
PROXY
ALLIED HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 12, 1999 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 attorneys(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, FOR PROPOSAL NUMBER 3 AND
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN ACCORDANCE
WITH THE BEST JUDGMENT 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.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 33
ALLIED HOLDINGS, INC.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
Please Mark
[X] votes as in
this example.
1. Election of Directors.
For Three-Year Terms Expiring Annual Meeting 2002:
Nominees: Bernard O. De Wulf, Guy W. Rutland, III, Robert R. Woodson
[ ] FOR ALL NOMINEES, [ ] WITHHELD FROM ALL NOMINEES
except as indicated below
[ ] ________________________________________________________________________
Instructions: To withhold authority to vote for any individual
nominee(s) write that nominee's name on the space provided above.
2. Proposal to approve the 1999 Employee Stock Purchase Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to appoint Arthur Andersen LLP as independent auditors of the
Company to serve for the 1999 fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
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 you 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:______
