INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material under Rule 14a-12 |
ALLIED HOLDINGS, INC.
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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: |
![(ALLIED HOLDINGS, INC. LOGO)](https://capedge.com/proxy/DEF 14A/0000950144-05-004330/x94626dx9462601.gif)
1. To elect three directors for terms ending in 2008; and | |
2. To take action on whatever other business may properly come before the meeting. |
By Order of the Board of Directors, | |
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Thomas M. Duffy | |
Executive Vice President, Secretary and General Counsel |
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David G. Bannister, Chairman | William P. Benton | Robert R. Woodson | Thomas E. Boland |
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• | a resume for the candidate detailing the candidate’s work experience and academic credentials; | |
• | written confirmation from the candidate that he or she (1) would like to be considered as a candidate and would serve if nominated and elected, (2) consents to the disclosure of his or her name, (3) has read the Company’s Code of Conduct and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code or required a waiver, (4) is, or is not, “independent” as that term is defined in the American Stock Exchange Corporate Governance rules, and (5) has no plans to change or influence the control of the Company; | |
• | the name of the recommending shareholder as it appears in the Company’s books, the number of shares of Common Stock that are owned by the shareholder and written confirmation that the shareholder consents to the disclosure of his or her name. (If the recommending person is not a shareholder of record, he or she should provide proof of share ownership); | |
• | personal and professional references, including contact information; and | |
• | any other information relating to the candidate required to be disclosed in a proxy statement for election of directors under Regulation 14A of the Securities Exchange Act of 1934. |
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Number of Shares | Percentage of Shares | |||||||
Beneficial Owner | Beneficially Owned(1) | Outstanding(2) | ||||||
Robert J. Rutland(3) | 1,123,894 | 12.6 | ||||||
Guy W. Rutland, III(4) | 850,718 | 9.5 | ||||||
Guy W. Rutland, IV(5) | 651,936 | 7.3 | ||||||
Hugh E. Sawyer(6) | 620,000 | 6.9 | ||||||
Berner F. Wilson, Jr.(7) | 107,076 | 1.2 | ||||||
Thomas M. Duffy(8) | 99,863 | 1.1 | ||||||
David A. Rawden(9) | 86,600 | 1.0 | ||||||
David G. Bannister(10) | 36,000 | * | ||||||
Robert R. Woodson(10) | 36,000 | * | ||||||
William P. Benton(10) | 34,000 | * | ||||||
Thomas E. Boland(10) | 35,000 | * | ||||||
J. Leland Strange(10) | 32,000 | * | ||||||
Robert C. Chambers | — | * | ||||||
All executive officers and directors as a group (11) (11 persons) | 3,713,087 | 41.5 |
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* | Less than 1% |
(1) | Under the rules of the SEC, a person is deemed to be a beneficial owner of any securities that such person has the right to acquire beneficial ownership of within 60 days as well as any securities owned by such person’s spouse, children or relatives living in the same household. | |
(2) | Based on 8,940,167 shares outstanding as of March 31, 2005. Shares underlying outstanding stock options or warrants held by the person indicated and exercisable within 60 days of such date are deemed to be outstanding for purposes of calculating the percentage owned by such holder. | |
(3) | Includes 18,099 shares owned by his wife as to which he disclaims beneficial ownership. | |
(4) | Includes 18,099 shares owned by his wife and 67,800 shares owned by a private foundation as to which he disclaims beneficial ownership. | |
(5) | Includes 647,211 shares held in a limited partnership of which he is the direct beneficiary. | |
(6) | Includes options to acquire 600,000 shares. | |
(7) | Includes options to acquire 6,667 shares. | |
(8) | Includes 5,245 shares owned by his wife as to which he disclaims beneficial ownership, and options to acquire 88,333 shares. | |
(9) | Includes options to acquire 70,000 shares. |
(10) | Includes options to acquire 30,000 shares for each individual. |
(11) | Includes options to acquire 915,001 shares. |
Number of Shares | Percentage of | |||||||
Name and Address of Beneficial Owner | Beneficially Owned | Shares Outstanding | ||||||
Beck, Mack and Oliver LLC(1) | 1,018,050 | 11.4 | ||||||
360 Madison Avenue | ||||||||
New York, New York 10017 | ||||||||
Alan W. Weber(2) | 1,069,900 | 12.0 | ||||||
5 Evan Place | ||||||||
Armonk, New York 10504 | ||||||||
J. B. Capital Partners, L.P.(2) | 1,020,800 | 11.4 | ||||||
5 Evan Place | ||||||||
Armonk, New York 10504 | ||||||||
Dimensional Fund Advisors Inc.(3) | 466,635 | 5.2 | ||||||
1299 Ocean Avenue, 11th Floor | ||||||||
Santa Monica, CA 90401 | ||||||||
Robert E. Robotti, Robotti & Company, LLC, | 732,597 | 8.2 | ||||||
Robotti & Company Advisors, LLC and | ||||||||
The Ravenswood Management Company, LLC and | ||||||||
the Ravenswood Investment Company, L.P.(4) | ||||||||
52 Vanderbilt Avenue, Suite 503 | ||||||||
New York, New York 10017 |
(1) | According to a Schedule 13G filed on January 26, 2005 on behalf of Beck, Mack and Oliver LLC (“BMO”), BMO possesses shared investment power over 1,018,050 shares and sole voting power as to 989,750 shares. |
(2) | According to a Schedule 13D filed on October 19, 2004 on behalf of J. B. Capital Partners, L.P. (“J.B. Capital”) and Alan W. Weber, J.B. Capital possesses shared voting and investment power as to |
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1,020,800 shares, and Mr. Weber possesses sole voting and investment power as to 49,100 shares and shared voting and investment power as to 1,020,800 shares. | |
(3) | According to a Schedule 13G filed on February 9, 2005 on behalf of Dimensional Fund Advisors Inc. (“Dimensional”), in its role as investment advisor or manager to certain investment companies, trust and accounts, Dimensional possesses voting and/or investment power over the 466,635 shares owned by such investment companies, trust and accounts. Dimensional disclaims beneficial ownership of such shares. |
(4) | According to a Schedule 13G filed on February 14, 2005 on behalf of Robert E. Robotti, Robotti & Company, LLC and Robotti & Company Advisors LLC, in its role as a broker dealer and an investment advisor, and The Ravenswood Management Company, LLC and the Ravenswood Investment Company, L.P., of which Mr. Robotti serves as Managing Member of the General Partner of such limited partnership. Mr. Robotti possesses shared voting and investment power as to the securities but does not have sole voting or investment power as to the securities. |
Executive Compensation Components |
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CEO Compensation |
William P. Benton, Chairman | David G. Bannister | Robert R. Woodson | J. Leland Strange |
Long-Term Compensation | |||||||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||||||
Underlying | |||||||||||||||||||||||||
Other Annual | Options | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus | Compensation | Awards(2) | Compensation(3) | |||||||||||||||||||
Hugh E. Sawyer | 2004 | $ | 673,007 | — | — | — | — | ||||||||||||||||||
President and Chief | 2003 | 496,937 | $ | 275,000 | — | — | $ | 3,619 | |||||||||||||||||
Executive Officer | 2002 | 539,388 | 825,000 | (5) | — | 100,000 | 6,717 | ||||||||||||||||||
Robert J. Rutland | 2004 | 394,423 | 18,928 | ||||||||||||||||||||||
Chairman | 2003 | 385,966 | 123,060 | $ | 37,606 | — | 17,185 | ||||||||||||||||||
2002 | 402,650 | 307,650 | 29,870 | — | 152,164 | ||||||||||||||||||||
Thomas M. Duffy | 2004 | 303,974 | — | — | 20,000 | — | |||||||||||||||||||
Executive Vice President, | 2003 | 235,471 | 150,000 | 678 | — | — | |||||||||||||||||||
General Counsel, | 2002 | 245,157 | 200,000 | 542 | 10,000 | — | |||||||||||||||||||
Secretary(7) | |||||||||||||||||||||||||
Guy W. Rutland IV | 2004 | 177,885 | — | 1,584 | — | 748 | |||||||||||||||||||
Senior Vice-President | 2003 | 175,933 | 35,000 | 1,440 | 764 | ||||||||||||||||||||
2002 | 183,113 | 100,000 | 1,100 | 761 | |||||||||||||||||||||
David A. Rawden | 2004 | 317,308 | — | — | — | — | |||||||||||||||||||
Executive Vice | 2003 | 310,855 | 100,000 | — | — | — | |||||||||||||||||||
President and Chief | 2002 | 267,323 | (4) | 239,340 | (6) | — | 50,000 | 56,982 | |||||||||||||||||
Financial Officer(8) | |||||||||||||||||||||||||
Robert C. Chambers | 2004 | 287,740 | — | — | — | — | |||||||||||||||||||
President of Axis | 2003 | 287,740 | 102,000 | — | 67,500 | — | |||||||||||||||||||
Group, Inc.(9) |
(1) | Each individual other than Mr. Chambers was required to take two one-week unpaid furloughs in 2004. Mr. Sawyer was required to take five one-week non-paid furloughs in 2003, and each remaining |
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individual other than Mr. Chambers was required to take three one-week unpaid furloughs in 2003. Each individual other than Mr. Chambers was required to take one one-week unpaid furlough in 2002. | |
(2) | For Mr. Sawyer, represents 100,000 shares subject to options granted in 2002. For Mr. Rawden, represents 50,000 shares subject to options granted in 2002. For Mr. Duffy, represents 20,000 shares subject to options granted in 2004 and 10,000 shares subject to options granted in 2002. For Mr. Chambers, represents 67,500 shares subject to options granted in 2003. |
(3) | Amounts in this column for Bob Rutland and Guy Rutland in 2004 and 2003 include the taxable compensation recognized by them in regard to premiums paid from the cash surrender value under “split dollar” insurance agreements and in 2002 includes the imputed cost to the Company of the premiums paid under “split dollar” insurance agreements with them based on an interest-free loan basis. Under certain circumstances, the Company will receive back the aggregate of the premiums paid by it less certain adjustments. The amounts reported are required by the SEC’s rules; however, the amounts exceed the taxable compensation recognized by the named executive officers in regard to the split dollar payments in 2002. As a result of changes in the law, including the Sarbanes-Oxley Act of 2002, the Company discontinued paying the premiums on these policies as of July 30, 2002. See “Agreements with Executive Officers and Directors.” For Mr. Sawyer, amounts include premiums paid by the Company on a term life insurance policy on his life for the benefit of his family. For Mr. Rawden, includes $32,810 to reimburse him for certain expenses incurred in relocating to Atlanta, GA and $24,172 to reimburse him for income tax liabilities incurred due to such payments. |
(4) | Represents salary paid by the Company commencing on March 4, 2002. |
(5) | $275,000 of Mr. Sawyer’s bonus was paid upon the successful refinancing of the Company’s primary lending facilities in February 2002. |
(6) | Mr. Rawden’s bonus includes $75,000, which was paid in March 2002 upon commencement of his employment as required by his employment agreement. |
(7) | Became Executive Vice President, General Counsel and Secretary in February 2004. |
(8) | Employment was terminated and was removed as Executive Vice President and Chief Financial Officer in January 2005. |
(9) | Employment was terminated and was removed as President of Axis Group, Inc. in October 2004. |
Potential Realizable | ||||||||||||||||||||||||
Value at | ||||||||||||||||||||||||
Assumed Annual Rates of | ||||||||||||||||||||||||
Stock Price Appreciation | ||||||||||||||||||||||||
for | ||||||||||||||||||||||||
Individual Grants | Option Term (10 Years)* | |||||||||||||||||||||||
5% | 10% | |||||||||||||||||||||||
% of Total | ||||||||||||||||||||||||
Number of | Options | |||||||||||||||||||||||
Securities | Granted to | Exercise | ||||||||||||||||||||||
Underlying | Employees in | Price | Expiration | Aggregate | Aggregate | |||||||||||||||||||
Name | Options(1) | Fiscal Year | ($/Share)(1) | Date | Value | Value | ||||||||||||||||||
Thomas M. Duffy | 20,000 | 12.2 | $ | 6.65 | 2/11/14 | $ | 83,643 | $ | 211,968 |
* | The dollar gains under these columns result from calculations assuming 5% and 10% growth rates from the closing price of the Company’s Common Stock on the date of grant, as prescribed by the SEC, and are not intended to forecast future price appreciation of the Common Stock. |
(1) | Represents 20,000 shares subject to options granted in 2004. Mr. Duffy’s options vest over three years at a rate of 33% per year. |
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Number of Shares | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||||||||||
Options at | Options at | |||||||||||||||||||||||
Number of Shares | Value | Fiscal Year End | Fiscal Year End(1) | |||||||||||||||||||||
Acquired Upon | Realized Upon | |||||||||||||||||||||||
Name | Exercise of Option | Exercise | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Robert J. Rutland | — | — | — | — | — | — | ||||||||||||||||||
Hugh E. Sawyer | — | — | 600,000 | — | $ | 85,500 | — | |||||||||||||||||
Thomas M. Duffy | — | — | 81,667 | 23,333 | $ | 5,667 | $ | 833 | ||||||||||||||||
Robert C. Chambers(2) | — | — | 67,500 | — | — | — | ||||||||||||||||||
David A. Rawden(3) | — | — | 33,333 | 36,667 | — | — |
(1) | In accordance with the SEC’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 $2.85, the closing price of the Common Stock reported on the American Stock Exchange on November 24, 2004, the last day the Common Stock was traded on the American Stock Exchange in 2004. On March 31, 2005, the closing price of the Common Stock reported on The American Stock Exchange was $2.35. No value is assigned to options or stock appreciation rights where the exercise price for the options and stock appreciation rights was in excess of the fair market value of the underlying Common Stock on November 24 2004, the last day the Common Stock was traded on the American Stock Exchange in 2004. |
(2) | Employment was terminated and was removed as President of Axis Group, Inc. in October 2004. |
(3) | Employment was terminated and was removed as Executive Vice President and Chief Financial Officer in January 2005. |
Employment and Severance Agreements |
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Split-Dollar Life Insurance Agreements |
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Name of Insured | Annual Premiums | |||
Berner F. Wilson, Jr. | $ | 96,275 | ||
Guy W. Rutland III | 324,638 | |||
Guy W. Rutland IV | 13,098 | |||
Robert J. Rutland | 257,441 |
Nonqualified Stock Options |
Restricted Stock Awards |
Incentive Stock Options |
Stock Appreciation Rights |
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Allied Defined Benefit Pension Plan |
Years of Service | ||||||||||||||||||||||||
Remuneration | 10 | 15 | 20 | 25 | 30 | 35 | ||||||||||||||||||
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 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 | ||||||||||||||||||
200,000 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 | ||||||||||||||||||
225,000 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 | ||||||||||||||||||
250,000 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 | ||||||||||||||||||
275,000 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 | ||||||||||||||||||
300,000 | 34,000 | 51,000 | 68,000 | 85,000 | 85,000 | 85,000 |
Years of Credited Service | ||||
Name | as of December 31, 2004 | |||
Robert J. Rutland | 37.7 | |||
Hugh E. Sawyer | 0.6 | |||
Thomas M. Duffy | 3.6 | |||
Guy W. Rutland, IV | 17.5 | |||
David A. Rawden | 0.0 | |||
Robert C. Chambers | 0.0 |
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Compensation and Nominating Committee Interlocks and Insider Participation in Compensation Decisions |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950144-05-004330/x94626dx9462605.gif)
* | $100 invested on 12/31/99 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. |
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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 24, 2005 at 10:00 a.m., local time, at the corporate offices of the Company, 160 Clairemont Avenue, Third Floor Conference Room, Decatur, Georgia 30030 (“Annual Meeting”), and the Proxy Statement attached thereto, and does hereby appoint Hugh E. Sawyer and Thomas M. Duffy, and each or either of them (with full power to act alone), the true and lawful attorney(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 AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXY HOLDER WITH RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY MAY BE REVOKED BY ATTENDING THE MEETING AND VOTING IN PERSON, OR BY SUBMITTING A SUBSEQUENT PROXY WITH THE SECRETARY OF THE COMPANY PRIOR TO OR AT THE TIME OF THE MEETING.
SIDE
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#ALH |
x | Please mark votes as in this example. |
1. | Election of Directors. For Three-Year Terms Expiring Annual Meeting 2008: | 2. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof. | |||||||||||||||||
NOMINEES: | (01) Guy W. Rutland, III, (02) J. Leland Strange, (03) Robert R. Woodson | |||||||||||||||||||
FOR ALL NOMINEES except as indicated below | o | o | WITHHELD FROM ALL NOMINEES | |||||||||||||||||
o | Instructions: to withhold authority to vote for any individual nominee(s) write that nominee’s name on the space provided above. | |||||||||||||||||||
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | o | |||||||||||||||||||
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 your 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: | |