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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
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
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ALLIED HOLDINGS 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, 1999 and 1998.
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Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 1999.
Notes to Financial Statements and Schedules.
Schedules Supporting Financial Statements:
Schedule I: Schedule H, Line 4i - Schedule of Assets held for
Investment Purposes.
(b) The following Exhibit is filed as part of this
Annual Report on Form 11-K:
Exhibit 23 - Consent of Arthur Andersen LLP.
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ALLIED 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS--DECEMBER 31, 1999 AND
1998
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
SCHEDULE I: SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES--DECEMBER 31, 1999
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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, 1999 and 1998 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1999. These financial statements and the schedule referred to
below are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and the schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 the supplemental schedule
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than accounting principles generally accepted in the
United States.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998 and the changes in its net assets available for
benefits for the year ended December 31, 1999 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 schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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 supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
ATLANTA, GEORGIA
JUNE 22, 2000
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ALLIED 401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
CASH $ 29,068 $ 0
INVESTMENTS, AT FAIR VALUE AS DETERMINED BY QUOTED
MARKET PRICES:
Mutual funds 6,904,980 0
Pooled separate accounts 58,365,357 54,494,707
Allied Holdings, Inc. common stock 362,088 751,552
Ryder System, Inc. common stock 649,017 915,047
INVESTMENTS, AT CONTRACT VALUE:
Loans to participants 3,192,883 3,068,829
Deposits in general account of Principal Life Insurance
Company--guaranteed interest accounts 12,252,119 11,540,606
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NET ASSETS AVAILABLE FOR BENEFITS $81,755,512 $70,770,741
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
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ALLIED 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
ADDITIONS:
Contributions:
Participant $ 9,181,819
Employer 759,029
Rollovers from qualified plans 407,678
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Total contributions 10,348,526
Interest and dividend income 863,585
Net appreciation (depreciation) in fair value of investments:
Mutual funds 175,894
Pooled separate accounts 5,876,740
Common stock (481,654)
Loan interest 152,490
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Total additions 16,935,581
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DEDUCTIONS:
Benefits paid to participants (5,613,700)
Administrative expenses (337,110)
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Total deductions (5,950,810)
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NET INCREASE 10,984,771
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 70,770,741
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $81,755,512
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
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ALLIED 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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. The Plan was also restated in December
1999 to incorporate all prior amendments and to conform to new IRC
provisions.
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 agreements, 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/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 roll-over 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, which include separate accounts and guaranteed
interest accounts managed by Principal Life Insurance Company ("Principal")
under a group annuity contract and corporate common stock funds. Beginning
in 1999, the participants were also able to direct their moneys into
electronically linked mutual funds managed by third-party investment
advisors. 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.
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
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Ryder were eligible to receive distributions of their accounts from the
qualified plan maintained by Ryder. Some of the employees elected to roll
over 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 participants' accounts. The plan also pays
record-keeping expenses which are allocated to the participants' accounts.
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 generally through payroll deductions 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, 1999 and 1998 were approximately $0 and $34,000,
respectively. In addition, refunds of contributions of approximately
$124,000 and $113,000 were due to participants at December 31, 1999 and
1998, respectively. 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 the Plan's financial statements 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.
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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." SOP 94-4 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 guaranteed interest
account as of December 31, 1999 and 1998 approximates contract value.
Contract value represents contributions made under the contract plus
earnings, less plan withdrawals and administrative expenses.
At December 31, 1999 and 1998, the Plan was holding 59,019 and 52,412 shares
of Allied Holdings, Inc. common stock. All transactions in the company stock
fund are considered to be related-party transactions.
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 as net
appreciation (depreciation) in fair value of investments.
RECLASSIFICATIONS
The Accounting Standards Executive Committee has issued SOP 99-3,
"Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," that eliminates the requirement
for a defined contribution plan to disclose participant-directed investment
programs. SOP 99-3 was adopted for the 1999 plan year, and the 1998
financial statements have been reclassified to eliminate the
participant-directed fund investment program disclosures.
3. ADMINISTRATION OF THE PLAN
Deutsche Bank AG (formerly Banker's Trust Company) serves as the Plan's
trustee and is custodian for the stock funds. The Company is the
administrator of the Plan. Principal serves as the Plan's record keeper
and investment custodian for the separate accounts and guaranteed interest
accounts.
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
has been amended and restated since receipt of the determination letter.
However, 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, 1999 and 1998.
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ALLIED 401(k) RETIREMENT PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<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 Value
---------------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* VARIOUS PLAN PARTICIPANTS Participant loans (interest rates
ranging from 6% to 10%) $ 3,192,883
* PRINCIPAL LIFE INSURANCE COMPANY U.S. Stock Fund 12,632,338
Money Market Fund 8,721,102
Bond & Mortgage Fund 3,254,633
International Stock Fund 6,058,144
Large Cap Stock Index Fund 21,315,146
Medium Company Blend Fund 6,383,994
Deposits in general account of
insurance company:
6.53%, matures December 31, 1999 1,831,188
5.95%, matures December 31, 2000 2,352,472
6.02%, matures December 31, 2001 1,934,507
5.19%, matures December 31, 2002 2,717,794
5.54%, matures December 31, 2003 3,416,158
THE VANGUARD GROUP Wellington Fund 1,682,091
FIDELITY INVESTMENTS Fidelity Advisor Growth Opportunities
Fund (Institutional Class) 629,722
PUTNAM INVESTMENTS Putnam Investors Fund 2,838,721
STRONG INVESTMENTS, INC. Strong Asset Allocation Fund 231,070
NEUBERGER BERMAN, L.L.C. Neuberger Berman Genesis Trust 1,523,376
* ALLIED HOLDINGS, INC. Common stock, 59,019 shares 362,088
RYDER SYSTEM, INC. Common stock, 26,744 shares 649,017
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$81,726,444
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</TABLE>
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*REPRESENTS A PARTY IN INTEREST.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SCHEDULE.
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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
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Name: Daniel H. Popky
Title: Senior Vice President and Chief Financial Officer
Date: June 28, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Location
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<S> <C> <C>
(23) Consent of Arthur Andersen LLP Filed herewith
</TABLE>
