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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:
[ ] 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
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:
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ALLIED HOLDINGS, INC.
160 CLAIREMONT AVENUE, SUITE 200
DECATUR, GEORGIA 30030
[LOGO INSERTED HERE]
NOTICE OF ANNUAL MEETING
MAY 15, 2001
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 15, 2001 at 10:00 a.m., local
time, for the following purposes:
1. To elect three directors for terms ending in 2004;
2. To amend the Company's Employee Stock Purchase Plan (the
"ESPP") to increase the number of shares subject to the ESPP
by 350,000 shares;
3. To ratify the appointment of Arthur Andersen LLP as
independent public accountants of the Company to serve for
the 2001 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 19, 2001 will be entitled to vote at the meeting. The stock transfer
books will not be closed.
By Order of the Board of Directors,
Thomas M. Duffy
Senior Vice President, Secretary and
General Counsel
Decatur, Georgia
April 18, 2001
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE VOTE BY PROXY
PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
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ALLIED HOLDINGS, INC.
160 CLAIREMONT AVENUE, SUITE 200
DECATUR, GEORGIA 30030
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 2001
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 15, 2001 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 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 Common Stock of the Company.
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, 2000 is enclosed with this Proxy Statement.
This Proxy Statement and the accompanying materials are first being mailed to
shareholders on or about April 18, 2001.
VOTING AND OUTSTANDING STOCK
At the close of business on the record date, March 19, 2001, the
Company had outstanding and entitled to vote at the annual meeting 8,186,913
shares of Common Stock. Each share of Common Stock is entitled to one vote. For
each proposal to be considered at the annual meeting, the holders of a majority
of the outstanding shares of stock entitled to vote on such matter at the
meeting, present in person or by proxy, shall constitute a quorum. Abstentions
and broker non-votes will be treated as present for purposes of determining a
quorum. "Broker non-votes" are votes that brokers holding shares of record for
their customers (i.e., in "street name") are not permitted to cast under
applicable stock exchange regulations because the brokers have not received
instructions (or have received incomplete instructions) from their customers as
to certain proposals and as to which the brokers have advised the Company that
they lack voting authority.
With regard to the election of directors, votes may be cast for the
nominees or may be withheld. The election of directors requires the affirmative
vote of a plurality of the votes cast by shares entitled to vote at the Annual
Meeting. Votes that are withheld and broker non-votes will have no effect on
the election of Directors.
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With regard to the other proposals to be considered at the annual
meeting, votes may be cast for or against each of the proposals, or
shareholders may abstain from voting on each of the proposals. The approval of
each of the proposals requires the affirmative vote of a plurality of the shares
represented at the meeting in person or by proxy and entitled to vote on such
proposals. Abstentions will have the effect of votes against each of the
proposals. Broker non-votes are not entitled to vote on a matter and will have
no effect on the outcome of such proposals.
You may vote in person at the annual meeting or by proxy. Whether or
not you expect to be present at the annual meeting, please vote by proxy
promptly. To vote by proxy, you may select one of the following options:
VOTE BY TELEPHONE. You can vote your shares by telephone by calling
the toll-free telephone number (at no cost to you) shown on your proxy card.
Telephone voting is available 24 hours-a-day, seven days-a-week. Easy-to-follow
voice prompts allow you to vote your shares and confirm that your instructions
have been properly recorded. Our telephone voting procedures are designed to
authenticate the shareholder by using individual control numbers. Proxies
granted by telephone using these procedures are valid under Georgia law. You
can also consent to view future proxy statements and annual reports on the
Internet instead of receiving them in the mail. If you vote by telephone, you
do NOT need to return your proxy card.
VOTE BY INTERNET. You can also choose to vote on the Internet. The web
site for Internet voting is shown on your proxy card. Internet voting is
available 24 hours-a-day, seven days-a-week. You will be given the opportunity
to confirm that your instructions have been properly recorded. Proxies granted
over the Internet using these procedures are valid under Georgia law. If you
vote on the Internet, you do NOT need to return your proxy card.
VOTE BY MAIL. If you choose to vote by mail, simply mark your proxy
card, date and sign it, and return it in the postage-paid envelope provided.
Please do so as soon as possible so that your shares may be represented at the
annual meeting. If you wish to view future proxy statements and annual reports
on the Internet, check the box provided on the card.
REVOCATION OF PROXY. If you vote by proxy, you may revoke that proxy
at any time before it is voted at the special meeting. You may do this by: (i)
voting again by telephone or on the Internet prior to the meeting; (ii) signing
another proxy card with a later date and returning it to us prior to the
meeting; or (iii) attending the meeting in person and casting a ballot.
IF YOU SIGN THE PROXY CARD OR SUBMIT YOUR VOTE BY INTERNET OR BY
TELEPHONE BUT DO NOT SPECIFY HOW YOU WANT YOUR SHARES TO BE VOTED, YOUR SHARES
WILL BE VOTED "FOR" EACH NOMINEE LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND
3. THE PERSONS NAMED IN THE ENCLOSED PROXY CARD AND ACTING THEREUNDER WILL HAVE
DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING IN ACCORDANCE WITH THEIR BEST JUDGMENT.
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1. ELECTION OF DIRECTORS AND INFORMATION REGARDING DIRECTORS
The Bylaws 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, Robert J.
Rutland, and William P. Benton. Pursuant to the Bylaws, the Board of Directors
reduced the size of the Board to ten members on February 21, 2001, with such
reduced Board size to take effect on the date of the 2001 Annual Meeting. Mr.
West has not been nominated for re-election to the Board, and A. Mitchell
Poole, Jr. has resigned from the Board. As a result, there will be nine
directors serving on the Board following the Annual Meeting, and the Board may
fill the tenth position on the Board at any time.
The directors whose terms will expire at the 2001 annual meeting of
shareholders are Joseph W. Collier, Guy W. Rutland, IV, Berner F. Wilson, Jr.
and Randall E. West. Messrs. Collier, Rutland and Wilson each has been
nominated to stand for reelection as director to hold office until the 2004
annual meeting of shareholders or until his successor is elected and qualified.
If any nominee is unable to stand for reelection, the Board of
Directors may, by resolution, provide for a lesser number of directors, or
designate a substitute nominee, 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.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" APPROVAL OF THE PROPOSAL TO ELECT THE THREE NOMINEES FOR DIRECTORS LISTED
BELOW.
NOMINEES FOR ELECTION TO TERMS EXPIRING 2004 ANNUAL MEETING
JOSEPH W. COLLIER
Director Since 1995
Age 58
Mr. Collier has been the Executive Vice President, Planning and Development of
the Company since January 2000. Mr. Collier was President of Allied Automotive
Group, Inc. from December 1995 to December 1999. 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 37
Mr. Rutland has been Executive Vice President and Chief Operating Officer of
Allied Automotive Group, Inc. since February 2001. Mr. Rutland was Senior Vice
President - Operations of Allied Automotive Group from November 1997 to
February 2001. Mr. Rutland was Vice President -
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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. From March 1995 to January 1996 Mr. Rutland was Assistant Vice
President of the Central Division of Operations for Allied Systems, Ltd. From
June 1994 to March 1995, Mr. Rutland was Assistant Vice President of the
Eastern Division of Operations for Allied Systems, Ltd. 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.
BERNER F. WILSON, JR.
Director Since 1993
Age 62
Mr. Wilson retired as Vice President and Vice-Chairman of the Company in June
1999. 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 held
various finance, administration, and operations positions.
INCUMBENT DIRECTORS - TERMS EXPIRING 2003 ANNUAL MEETING
DAVID G. BANNISTER
Director Since 1993
Age 45
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. Mr. Bannister was a Managing Director in the
Transportation Group of BT Alex Brown Incorporated and was employed by that
firm in various capacities from 1983 to June 1998. Mr. Bannister is also a
director of Landstar System, Inc.
WILLIAM P. BENTON
Director Since 1998
Age 77
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
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Marketing Worldwide. Mr. Benton is also a Director of Speedway Motor Sports,
Inc. and Sonic Automotive, Inc.
ROBERT J. RUTLAND
Director Since 1965
Age 59
Mr. Rutland has been Chairman and Chief Executive Officer of the Company since
February 2001, and Chairman of the Company since December 1995. Mr. Rutland
served as Chairman and Chief Executive Officer from December 1995 to December
1999 and 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 subsidiaries. Mr. Rutland is a member of the Board of
Directors of Fidelity National Bank, a national banking association.
INCUMBENT DIRECTORS - TERMS EXPIRING 2002 ANNUAL MEETING
BERNARD O. De WULF
Director Since 1993
Age 52
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 64
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 69
Mr. Woodson retired as a member of the Board of Directors of John H. Harland
Company in April 1999 and served as its Chairman 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.
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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 twelve meetings
during 2000. 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 2000 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; monitors the
compliance with material policies and laws, including the Company's code of
conduct; considers the other professional services provided by the independent
auditors and whether the providing of such services impairs the independence of
the auditors; and provides a direct channel of communication to the Board of
Directors for the independent accountants and internal auditors.
The members of our Audit Committee are David G. Bannister, William P.
Benton, and Robert R. Woodson. All members of the Audit Committee are
"independent" as defined by the listing standards of the New York Stock
Exchange. During 2000, the Audit Committee held two meetings.
REPORT OF THE AUDIT COMMITTEE
March 22, 2001
To the Board of Directors of Allied Holdings, Inc.:
We have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended December 31, 2000.
We have discussed with Arthur Andersen LLP the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit Committees,
as amended, by the Auditing Standards Board of the American Institute of
Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
Arthur Andersen LLP required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with Arthur Andersen LLP the accountants'
independence.
Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form
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10-K for the year ended December 31, 2000 for filing with the SEC.
A copy of the written charter of the Audit Committee as adopted by the Board of
Directors of Allied Holdings is attached to this Proxy Statement as Appendix A.
The foregoing report has been furnished by the Audit Committee of Allied
Holdings' Board of Directors.
David G. Bannister, Chairman William P. Benton Robert R. Woodson
The foregoing report of the Audit Committee shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates the Report by reference in any such document.
COMPENSATION COMMITTEE
The Compensation Committee periodically reviews the compensation and
other benefits provided to officers of the Company. Pursuant to authority
delegated to it by the Board of Directors, the Compensation Committee may
establish compensation for the officers of the Company and approve employment
agreements with the officers of the Company. The Compensation Committee may
also recommend to the Board of Directors changes to the Company's total
compensation philosophy. The members of the Compensation Committee are David G.
Bannister, Robert R. Woodson and William P. Benton. During 2000, the
Compensation Committee held seven meetings.
COMPENSATION OF DIRECTORS
For the year ended December 31, 2000, 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.
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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 19, 2001 by (i) each director and
each person named as an executive officer of the Company in the Executive
Compensation tables below, 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.
Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned(1) Outstanding(2)
- ---------------- --------------------- -------------------
Robert J. Rutland(3) 1,105,795 13.5
Guy W. Rutland, III(4) 850,718 10.4
Bernard O. De Wulf(5) 536,486 6.6
Guy W. Rutland, IV(6) 651,936 8.0
A. Mitchell Poole, Jr(7) 229,342 2.8
Berner F. Wilson, Jr.(8) 121,183 1.5
Joseph W. Collier (9) 83,445 *
Randall E. West(10) 59,666 *
David G. Bannister(11) 11,000 *
Robert R. Woodson(11) 11,000 *
William P. Benton(11) 9,000 *
All executive officers and directors as
a group(12) (13 persons) 3,501,414 42.7
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*Less than 1% not applicable
(1) Under the rules of the Securities and Exchange Commission, 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 8,186,913 shares outstanding as of March 19, 2001. 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 and 85,050 shares owned by him under the
Restricted Stock Plan. A holder of shares under the Restricted Stock
Plan has the power to vote such shares.
(4) Includes 18,099 shares owned by his wife, 67,800 shares owned by a
private foundation as to which he disclaims beneficial ownership and
8,167 shares owned by him under the Restricted Stock Plan.
(5) Includes 150,550 shares held in trust for the benefit of his wife and
family members and 15,936 shares owned by him under the Restricted
Stock Plan.
(6) Includes 647,211 shares held in a limited partnership of which he is
directly the beneficiary and 4,725 shares owned by him under the
Restricted Stock Plan.
(7) Includes 70,192 shares owned by him under the Restricted Stock Plan.
Mr. Poole is no longer an executive officer and has resigned as a
director of the Company.
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(8) Includes 1,996 shares owned by him under the Restricted Stock Plan and
option to acquire 1,667 shares.
(9) Includes 30,695 shares owned by him under the Restricted Stock Plan
and options to acquire 50,750 shares.
(10) Includes 30,733 shares owned by him under the Restricted Stock Plan
and options to acquire 35,000 shares. Mr. West is no longer an
executive officer and has not been nominated for re-election as a
director of the Company.
(11) Includes options to acquire 5,000 shares for each individual.
(12) Includes 31,197 shares issued under the Restricted Stock Plan and
options to acquire 24,466 shares.
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 19, 2001, other than directors of the
Company.
Name and Address of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Outstanding
- ------------------- ------------------ --------------------
Beck, Mack and Oliver LLC(1) 1,292,889 15.7
330 Madison Avenue
New York, New York
Dimensional Fund Advisors, Inc.(2) 559,135 6.8
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(1) According to a Schedule 13G dated January 18, 2001, filed on behalf of
Beck, Mack and Oliver LLC.
(2) According to a Schedule 13G dated February 1, 2001, filed on behalf of
Dimensional Fund Advisors, Inc.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board, which was formed in December
1993, reviews, establishes, 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 and retain executive talent the Company considers important
for its long-term success. The Company's executive compensation is based on the
following three principal components, each of which is intended to support the
overall compensation philosophy.
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Incentive Compensation. Since 1997, incentive compensation for the
named executive officers has been paid in accordance with the formalized
approach to measuring value creation through the economic value added, or EVA,
framework under the Company's EVA Based Incentive Plan (the "Incentive Plan").
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 is 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.
The Incentive Plan's objectives are to focus on (i) creating
shareholder value and rewarding participants significantly when NOPAT targets
are achieved, and (ii) sustaining continuous performance improvement. 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. Under the Incentive Plan, incentive compensation is
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
the Chief Executive Officer 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 the Chief
Executive Officer 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.
The Company used EVA as the measure to determine incentive
compensation for senior
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management in 2000. No Incentive Plan bonus was allocated or paid to any of the
executive officers in 2000 other than Randall E. West who received a payment
from his bonus bank. Mr. West had a bonus bank balance as a result of the
performance of the Axis Group, Inc., a subsidiary of the Company whose
performance exceeded target expectations in 1999. Mr. West was President of
Axis in 1999.
Base Salary. Base salary amounts for each of the named executive
officers are specified in their employment agreements. The Committee believes
these base salary amounts are competitive with those paid to executives of
other leading companies engaged in the transportation and trucking industry.
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 Company's Long Term Incentive Plan (the "LTI Plan"). During 2000, the
Compensation Committee awarded shares of restricted stock and stock options to
various officers, including the named executive officers, pursuant to the LTI
Plan. Annually, the Compensation Committee establishes a dollar value of the
restricted stock to be awarded to certain of the Company's officers. This
dollar value is divided by the Company's stock price on the date the restricted
stock award is actually granted by the Compensation Committee to determine the
number of shares of restricted stock such officers receive. The Compensation
Committee believes that restricted stock awards and stock options assist the
Company in the long-term retention of its executives and serve to align the
interests of the executives with the shareholders by increasing their ownership
stake in the Company.
CEO COMPENSATION. The Compensation Committee believes that A.
Mitchell's Poole, Jr.'s compensation as Chief Executive Officer for the year
ended December 31, 2000 was appropriately related to short and long term
performance. Mr. Poole's base salary in 2000 was $502,550 as provided by his
employment agreement. Mr. Poole was not paid a bonus for the year ended
December 31, 2000. The Compensation Committee believes that the base salary and
benefits provided by Mr. Poole's employment agreement and the restricted stock
award under the LTI Plan provide for appropriate compensation to Mr. Poole
based upon the measures described above for determining executive officer
compensation. The Compensation Committee considers the compensation received by
Mr. Poole for 2000 to have been comparable to chief executive officers of other
leading companies engaged in the transportation and trucking industry.
William P. Benton, Chairman David G. Bannister Robert R. Woodson
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EXECUTIVE COMPENSATION TABLE
Remuneration paid in 2000, 1999 and 1998 to the following named executive
officers and the principal positions of such individuals at December 31, 2000
is set forth on the following table:
LONG-TERM COMPENSATION
Securities
Restricted Underlying
Name and Other Annual Stock Options/SAR All Other
Principal Position Year Salary(1) Bonus Compensation(2) Awards(3) Awards(4) Compensation(5)
- ------------------ ---- --------- ----- --------------- ---------- ----------- ---------------
Robert J. Rutland 2000 $403,400 -- $164,342 $152,603 -- $155,996
Chairman 1999 521,000 -- 38,217 323,495 -- 127,077
1998 500,000 $149,625 29,028 231,840 3,938 197,466
Bernard O. De Wulf 2000 374,515 -- 54,431 57,150 10,000 140,093
Vice Chairman and 1999 356,681 -- 6,251 66,441 -- 132,975
Executive Vice President 1998 341,270 54,732 -- 47,337 1,438 133,881
A. Mitchell Poole, Jr.(6) 2000 502,550 -- 190,499 203,476 -- 55,615
Vice Chairman and Chief 1999 416,800 -- 28,221 181,154 -- 54,700
Executive Officer 1998 400,000 119,700 23,230 129,835 3,150 55,592
Randall E. West(7) 2000 419,400 34,638 132,066 152,361 -- 16,389
President and Chief 1999 252,164 196,169 7,730 78,286 80,163 18,486
Operating Officer 1998 242,000 67,247 -- 56,106 1,769 19,201
Joseph W. Collier 2000 321,994 -- 66,981 64,880 -- 17,796
Executive Vice President 1999 312,600 -- 14,745 97,046 -- 18,486
Planning and Development 1998 300,000 97,352 11,615 69,546 2,562 19,201
(1) Includes amounts contributed by such executive officers to the
Company's 401(k) plan.
(2) Represents amounts paid to the named executives for reimbursement of
income tax liabilities incurred due to the issuance of restricted
stock awards. Also includes $1,000 matching contribution made by the
Company to each individual in connection with the 401(k) plan.
(3) For 2000, represents dollar value of awards granted based on the
closing market price of $7.125 on January 3, 2000, the date of grant.
The shares granted January 3, 2000 are as follows: 21,418 to Mr.
Rutland; 8,021 to Mr. De Wulf; 28,558 to Mr. Poole; 21,384 to Mr.
West; and 9,106 to Mr. Collier. 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 2000 for Mr. Rutland were
85,050 shares (value at December 31, 2000 equaled $233,888); for Mr.
De Wulf, 15,936 shares (value at December 31, 2000 equaled $43,824);
for Mr. Poole, 70,192 shares (value at December 31, 2000 equaled
$193,028); for Mr. Collier, 30,695 shares (value at December 31, 2000
equaled $84,411); and for Mr. West, 30,733 shares (value at December
31, 2000 equaled $84,516). Holders of restricted stock will be
entitled to receive any dividends that may be paid by the Company on
such restricted stock.
(4) For Mr. De Wulf, represents 10,000 shares subject to options.
(5) 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.
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Upon termination of each split dollar agreement for any reason, the
Company will receive back the aggregate of the premiums paid by it.
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 2000 as a result of payments made pursuant
to the split dollar agreements is: $18,078 for Mr. Rutland; $10,820
for Mr. De Wulf; $2,087 for Mr. Poole; $1,263 for Mr. Collier; and
$816 for Mr. West.
(6) Mr. Poole is no longer an executive officer of the Company.
(7) Mr. West is no longer an executive officer of the Company.
The following table sets forth information regarding the grant of stock options
to each of the named executive officers during 2000 and the value of such
options held by each such person as of December 31, 2000.
OPTION GRANTS FOR LAST FISCAL YEAR
Potential Realizable Value at
INDIVIDUAL GRANTS Assumed Annual Rates of Stock
------------------------------- Price Appreciation for Option
% of Total Term (10 Years)*
Number of Options 5% 10%
Securities Granted to Exercise --------- ---------
Underlying Employees in Price Expiration Aggregate Aggregate
Name Options(1) Fiscal Year ($/Share)(1) Date Value Value
---------------------- ---------- ------------- ------------ ---------- --------- ---------
Robert J. Rutland -- -- -- -- -- --
Bernard O. De Wulf 10,000 13.3 8.625 2/23/10 $54,250 $137,450
A. Mitchell Poole, Jr -- -- -- -- -- --
Joseph W. Collier -- -- -- -- -- --
Randall E. West -- -- -- -- -- --
*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 Securities and Exchange Commission, and are
not intended to forecast future price appreciation of the Common Stock.
(1) Represents 10,000 shares subject to an option granted in 2000. Mr. De
Wulf's option vests over 3 years at a rate of 33% per year.
The following table sets forth as to each of the named executive
officers (i) the number of shares of Common Stock acquired pursuant to options
exercised and the number of shares underlying stock appreciation rights
exercised during 2000, (ii) the aggregate dollar value realized upon the
exercise of such options and stock appreciation rights, (iii) the total number
of shares underlying exercisable and non-exercisable stock options and stock
appreciation rights held on December 31, 2000 and (iv) the aggregate dollar
value of in-the-money unexercised options and
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stock appreciation rights on December 31, 2000.
AGGREGATED OPTION/SAR EXERCISES DURING LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Number of Number of Shares Underlying Value of Unexercised
Shares Acquired Unexercised Options/SARs In-the-Money Options/SARs at
Upon Value at Fiscal Year End Fiscal Year End(1)
Exercise of Realized Upon ------------------------------- --------------------------------
Name Option Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ------------- ----------- ------------- ----------- -------------
Robert J. Rutland -- -- --/8,011 --/3,938 --/-- --/--
Bernard O. De Wulf -- -- --/3,205 10,000/1,438 --/-- --/--
A. Mitchell Poole, Jr. -- -- --/5,280 --/3,150 --/-- --/--
Joseph W. Collier -- -- 50,750/3,139 --/2,562 --/-- --/--
Randall E. West -- -- 35,000/1,101 50,000/6,932 --/-- --/--
(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 $2.75, the closing price of
the Common Stock price reported on The New York Stock Exchange on
December 31, 2000. No value is assigned to the options or stock
appreciation rights because the exercise price for the options and
stock appreciation rights is in excess of the fair market value of the
underlying Common Stock on December 31, 2000.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Robert Rutland has entered into an employment agreement with the
Company for a five year term ending in February 2005. Messrs. De Wulf and
Collier have entered into employment agreements ending in January 2002. 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.
Each of the employment agreements also provides that the officers will
receive severance benefits if: (i) the Company terminates the officer's
employment other than for cause or elects not to extend the officer's
employment beyond any initial or renewal term of the agreement, (ii) the
officer terminates his employment with the Company as a result of a material
change in the duties or responsibilities of the officer or a failure to be
elected or appointed to the position held by him, (iii) the officer terminates
his employment as a result of relocation of the officer, or requirement that
the officer perform substantially all his duties, outside the metropolitan
Atlanta, Georgia area, (iv) the Company commits any material breach of the
agreement that remains uncured for thirty days following written notice thereof
from the officer, (vi) a liquidation, dissolution, consolidation or merger of
the Company (other than with an affiliated entity) occurs, (vii) within two
years following a "change of control" with respect to the Company, the
officer's employment agreement
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is terminated or not extended for any renewal term or (viii) a petition in
bankruptcy is filed by or against the Company or the Company makes an
assignment for the benefit of creditors or seeks appointment of a receiver or
custodian for the Company.
The severance benefits payable with respect to Mr. Rutland include a
cash payment equal to three times each of (i) his annual base salary for the
year such termination occurs, plus (ii) his bonus, which includes an amount
equal to (A) the greatest of (1) the average of each of the previous two years'
bonus payments under the Incentive Plan, (2) the average of each of the
previous two years' "target bonus" amounts under the Incentive Plan or (3) the
amount of the "target bonus" for him under the Incentive Plan for the year in
which his employment with the Company is terminated, plus (B) an amount equal
to the dollar value of the restricted stock award granted to him with respect
to the most recent annual award of restricted stock made under the LTI Plan. If
Mr. Rutland is terminated other than pursuant to a "change of control" and
there are more than three years remaining on the term of his employment
agreement, he will be entitled to receive an amount equal to the number of
years or partial years remaining on his employment agreement times each of the
above items.
The severance benefits payable with respect to Mr. De Wulf include a
cash payment equal to two times each of (i) Mr. De Wulf's annual base salary
for the year such termination occurs, plus (ii) (A) the average of the cash
bonus payments paid to Mr. De Wulf for each of the previous two fiscal years
and (B) the average of the aggregate dollar value (as determined on the date of
termination) of any equity-based consideration received by Mr. De Wulf for each
of the previous two fiscal years.
The severance benefits payable to Mr. Collier include a cash payment
equal to two times each of (i) Mr. Collier's annual base salary for the year
such termination occurs, plus (ii) the average of the greater of (A) the cash
bonus payments paid to Mr. Collier for each of the previous two fiscal years or
(B) the target bonus amounts for Mr. Collier for each of the previous two
fiscal years, including the average of any bonus paid to Mr. Collier under the
Incentive Plan during such two fiscal years, plus (iii) the average of the
aggregate dollar value (as determined on the date of termination) of any
equity-based consideration received by Mr. Collier for each of the previous two
fiscal years.
A "change of control" under the employment agreements of Messrs.
Rutland and Collier occurs (i) in the event of a merger, consolidation or
reorganization of the Company following which the shareholders of the Company
immediately prior to such reorganization, merger or consolidation own in the
aggregate less than seventy percent (70%) of the outstanding shares of common
stock of the surviving corporation, (ii) upon the sale, transfer or other
disposition of all or substantially all of the assets or more than thirty
percent (30%) of the then outstanding shares of common stock of the Company,
other than as a result of a merger or other combination of the Company and an
affiliate of the Company, (iii) upon the acquisition by any person of
beneficial ownership (as defined in the Exchange Act) of twenty percent (20%)
or more of the combined voting power of the Company's then outstanding voting
securities or (iv) if the members of the Board of Directors who served as such
on the date of the applicable employment agreement (or any successors approved
by two-thirds (2/3) of such Board members) cease to constitute at least
two-thirds (2/3) of the membership of the Board.
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A "change of control" under Mr. De Wulf's employment agreement occurs
(i) in the event of a merger, consolidation or reorganization of the Company
following which the shareholders of the Company immediately prior to such
reorganization, merger or consolidation own in the aggregate less than fifty
percent (50%) of the outstanding shares of common stock of the surviving
corporation or (ii) upon the sale, transfer or other disposition of all or
substantially all of the assets or more than fifty percent (50%) of the then
outstanding shares of common stock of the Company, other than as a result of a
merger or other combination of the Company and an affiliate of the Company.
The employment agreement between the Company and Mr. Poole was
terminated in April 2001. The Company has agreed to pay Mr. Poole $510,200 and
continue his health care benefits for a twelve month period commencing in April
2001 in settlement of the termination of his employment agreement. Mr. West
ceased serving as an executive officer in February 2001. Mr. West had entered
into a two year employment agreement with the Company in January 2000, providing
for severance benefits payable under the same circumstances and calculated in
the same manner as the severance benefits under the employment agreement of Mr.
Rutland, described above. Pursuant to the terms of such agreement, Mr. West has
asserted that the Company is obligated to pay severance benefits to him in the
amount of $3,136,110. The Company is disputing that it is obligated to pay this
amount to Mr. West. Pending resolution of this dispute, the Company is presently
continuing payment of Mr. West's base salary and benefits under the agreement.
The maximum severance benefits that would have been due upon
termination meeting the criteria for severance compensation under the
employment agreements effective March 1, 2001 are: $4,071,400 to Mr. Rutland,
$877,773 to Mr. De Wulf, and $1,179,644 to Mr. Collier. The Company is also
required to provide to the officer group medical and hospitalization benefits
and related benefits for a period of three years after a change of control as
to Mr. Rutland and for a period of two years after a change of control for
Messrs. DeWulf and Collier.
During 2000, the Compensation Committee approved amendments to the
employment agreements of each of the named executive officers to include the
value of equity based compensation in the calculation of amounts due to the
executive officers upon termination of employment.
LONG-TERM INCENTIVE PLAN
The Company's LTI Plan allows for the issuance of an aggregate of
1,500,000 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 and directors, including each of the executive officers named herein,
as determined by the LTI Plan. The LTI Plan was adopted and approved by the
Board of Directors and shareholders in July 1993 and was amended in 2000 and
amended and restated in 2001.
The Compensation Committee selects those employees to whom awards are
granted under the LTI Plan and determines the number of stock options,
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.
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Nonqualified Stock Options
In 1994, the Board of Directors adopted the Allied Holdings, Inc.
Non-Qualified Stock Option Plan (the "NQSO Plan") pursuant to authority granted
by the LTI Plan and set aside 300,000 shares of Common Stock for issuance under
the NQSO Plan. During 2000 the Company granted non-qualified stock options to
purchase 32,347 shares at a price per share of $6.125, all of which have been
cancelled. Options which have previously been granted become exercisable after
one year in 33% increments per year and expire ten years from the date of the
grant. Non-Qualified options to acquire 116,141 shares of Common Stock pursuant
to the Plan were exercisable at December 31, 2000.
Restricted Stock Awards
Effective December 19, 1996 the Board of Directors of 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 January 3, 2000 the Company awarded
an aggregate of 160,682 shares, with an aggregate value of $1,144,859 as of the
date of grant.
Incentive Stock Options
During 2000, the Company granted incentive stock options to purchase
42,653 shares, 32,653 at a price per share of $6.125 which were subsequently
cancelled and 10,000 at a price per share of $8.625 which remain outstanding.
Options which are granted pursuant to the incentive stock option provisions of
the LTI Plan are intended to qualify as incentive stock options within the
meaning of the Internal Revenue Code of 1986, as amended (the "Code"). Options
to acquire 39,159 shares of Common Stock pursuant to the LTI Plan were
exercisable at December 31, 2000.
STOCK APPRECIATION RIGHTS PLAN
The Board of Directors of the Company adopted the SAR Plan pursuant to
the terms of the LTI Plan effective January 1, 1997. The purpose of the SAR
Plan is to provide incentive compensation to certain management employees of
the Company. Such incentive 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. The Company did not grant SAR's in 2000. 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.
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.
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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
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
Code Sections 125, 402(a)(8), or 402(h). However, compensation in excess of
Code Section 401(a)(17) limit shall not be included. The limit under the Plan
for 2000 is $170,000.
The compensation covered by the Retirement Plan for Messrs. Robert
Rutland, De Wulf, Poole, Collier and West is $170,000.
The estimated years of credited service for each of the named
executive officers as of December 31, 2000 is as follows:
Years of Credited Service
Name as of December 31, 2000
---- -------------------------
Robert J. Rutland 36.7
Joseph W. Collier 21.0
Bernard O. De Wulf 17.0
A. Mitchell Poole, Jr. 12.7
Randall E. West 3.3
The benefits shown in the Pension Plan Table are payable in the form
of a straight line 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, 2000.
None of the members of the
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Compensation Committee has served as an officer of the Company, and none of the
executive officers of the Company has served on the board of directors or the
compensation committee of any entity that had officers who served on the
Company's board of directors.
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 December
31, 1995 through and including December 31, 2000. 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 & Transportation Index
are the appropriate indices for purposes of its Performance Graph.
Cumulative Total Return
12/95 12/96 12/97 12/98 12/99 12/00
----- ----- ----- ----- ----- -----
ALLIED HOLDINGS, INC. 100.00 92.75 221.74 166.67 71.01 31.88
NASDAQ STOCK MARKET (U.S.) 100.00 123.04 190.69 212.51 394.92 237.62
NASDAQ TRUCKING & TRANSPORTATION 100.00 110.39 141.34 127.07 122.84 111.72
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2. APPROVAL OF AN AMENDMENT TO INCREASE SHARES
SUBJECT TO THE EMPLOYEE STOCK PURCHASE PLAN
The shareholders are being asked to vote on a proposal to approve an
amendment to increase the number of authorized shares of Common Stock
purchasable under the Employee Stock Purchase Plan (the "ESPP") by an
additional 350,000 shares, bringing the total number of shares of Common Stock
subject to the ESPP to 700,000. The Board of Directors believes it is in the
best interests of the Company to increase the share reserve so that the Company
can continue to attract and retain the services of those persons essential to
the Company's growth and financial success.
The Board of Directors adopted on December 16, 1998, and the
shareholders approved on May 12, 1999, the ESPP covering 350,000 shares of
Common Stock (subject to adjustment to reflect certain corporate changes). The
purpose of the ESPP is to give employees of the Company and its subsidiaries
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. As of March 1, 2001, 252,827 shares of Common Stock
have been acquired by employees under the ESPP. On February 21, 2001, the Board
of Directors approved an amendment to the ESPP to increase the number of shares
which may be sold under the ESPP to 700,000 shares.
DESCRIPTION OF THE ESPP
The following is a summary of the principal features of the ESPP, as
recently amended for the share increase. The summary, however, does not purport
to be a complete description of all the provisions of the ESPP. Any shareholder
who wishes to obtain a copy of the ESPP may do so by written request to the
Secretary, Allied Holdings, Inc., 160 Clairemont Avenue, Suite 200, Decatur,
Georgia 30030.
The ESPP allows eligible employees of the Company to subscribe for and
purchase shares of the Company's Common Stock at a discount from the market
price through payroll deductions. The ESPP is not a qualified plan under
Section 401(a) of the Code and is not subject to any of the provisions of
ERISA. The ESPP is designed to be an employee stock purchase plan under Section
423 of the Code, providing the benefits afforded under Code Section 421.
Except as otherwise required by certain tax laws, all employees of the
Company and its subsidiaries are eligible to participate in the ESPP after
attaining the age of twenty-one (21), provided that such employee's customary
employment with the Company or any subsidiary is at least 20 hours per week and
more than 5 months per calendar year. As of March 1, 2001, the number of
employees eligible to participate in the ESPP was approximately 8,700.
Employees who own, or immediately after an offering under the ESPP would be
deemed to own (under Section 424(d) of the Code) shares possessing 5% or more
of the total combined voting power of all classes of stock of the Company (or
of any parent or subsidiary of the Company) are ineligible to participate in
the ESPP. For purposes of this calculation, shares of Common Stock which an
employee may purchase pursuant to outstanding stock options under the ESPP
shall be treated as stock owned by the employee. Furthermore, no option to
purchase shares may be granted 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 by the employee under the ESPP or
any other qualified employee stock purchase plan maintained by the Company)
would provide the employee with the
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right in such year to purchase shares having a fair market value in excess of
$25,000.
The number of shares for which an employee may subscribe is limited to
those which can be purchased through payroll deductions expressed in whole
percentages 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 ESPP 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 may be no less than (and
is generally set at) 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
each term is defined below.
As of the first business day of each applicable calendar quarter (the
"Offering Commencement Date") during the term of the ESPP, all eligible
employees electing to participate in the ESPP will be granted an option to
purchase shares of Common Stock at the applicable purchase price described in
the preceding paragraph. An employee elects to participate in the ESPP by
filing an authorization form no later than 10 business days before the Offering
Commencement Date. Payroll deductions are credited to the participant's account
and applied to the purchase of shares at the end of the applicable calendar
quarter. No interest is paid on any payroll deductions credited to a
participant's account. 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 withdraw from participation in the ESPP and terminate his or her
subscription (in whole but not in part) at any time on or before the 10th
business day prior to the "Offering Termination Date," which is the last
business day of an applicable calendar quarter. In such event, the payroll
deductions remaining in the participant's account which have not already been
applied for the purchase of shares will be returned to such participant or, in
the case of death, to the participant's beneficiary, without interest.
Except as otherwise provided in the ESPP or determined by the
Compensation Committee of the Board of Directors, an option to purchase shares
under the ESPP will be deemed to have been exercised automatically on the
Offering Termination Date applicable to such calendar quarter. Such exercise
will 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 purchase price.
Shares subject to purchase by participants shall, in the discretion of the
Compensation Committee, be purchased out of funds in the participant's account
from treasury shares, authorized but unissued shares, reacquired shares, and/or
shares purchased on the open market. Shares purchased pursuant to the ESPP may
not generally 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) for one year following the date of purchase.
In the event of any stock dividend, stock split, recapitalization,
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 Compensation
Committee (i) shall determine the kind of shares that may be purchased under
the ESPP after such event, and (ii) may, in its discretion, adjust the
aggregate number of shares available for purchase under the ESPP or subject to
outstanding options and the respective purchase prices applicable to
outstanding elections.
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Except as otherwise delegated by the Compensation Committee, the ESPP
shall be administered by the Compensation Committee of the Board of Directors,
which has the full authority to administer and interpret the ESPP.
The number and purchase price of shares to be purchased pursuant to
outstanding options under the ESPP will depend on fluctuating market prices,
and, accordingly, future benefits under the ESPP are not determinable at this
time. The following table contains information concerning shares purchased
under the ESPP during the past fiscal year by certain individuals:
Number of Purchase Price Per Fair Market Value Per
Name and Position Shares Share(1) Share(2)
----------------- --------- ------------------ ---------------------
Robert J. Rutland, Chairman N/A(3) -- --
Bernard O. De Wulf, Vice Chairman and
Executive Vice President N/A(3) -- --
A. Mitchell Poole, Jr., Vice Chairman and
Chief Executive Officer(5) -- -- --
Randall E. West, President and Chief
Operating Officer(6) 600 $ 4.97 $ 5.85
Joseph W. Collier, Executive Vice
President - Planning and Development -- -- --
All current executive officers (as a group) 1,800 $ 5.01 $ 5.89
All current non-executive officer
directors (as a group) N/A(4) N/A(4) N/A(4)
All current non-executive officer
employees (as a group) 143,735 $ 4.41 $ 5.19
(1) Weighted average of the purchase price per share.
(2) Weighted average of the fair market value on the date of purchase.
(3) These individuals are ineligible to participate in the ESPP as a
result of owning more than 5% of the outstanding Common Stock of the
Company.
(4) Non-employee directors are not eligible to participate in the ESPP.
(5) Mr. Poole is no longer an executive officer.
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(6) Mr. West is no longer an executive officer.
The closing price of the Common Stock as reported in the record of
Composite Transactions for the New York Stock Exchange was $2.75 per share on
March 1, 2001. As of such date, the aggregate market value of the 700,000
shares of Common Stock which would be subject to the ESPP if amended as
proposed herein would be $1,925,000.
FEDERAL INCOME TAX CONSEQUENCES
The general income tax rules applicable to the ESPP as set forth below
are intended for general information only. State and local income tax
consequences are not discussed, and may vary from locality to locality.
Furthermore, the discussion below is only applicable to employees for U.S.
federal income tax purposes.
No taxable income will be recognized by the employee, either at the
time an option is granted pursuant to the ESPP or at the time an employee
purchases shares pursuant to the ESPP. If an employee disposes (a disposition
includes, among other things, sales and gifts) of shares TWO YEARS OR MORE
after the Offering Commencement Date, 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 on the Offering
Commencement Date.
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 WITHIN TWO YEARS of the Offering Commencement
Date, at that time the employee will recognize compensation income equal to the
fair market value of the shares on the Offering Termination Date less the
amount paid for the shares. In addition, the employee will recognize a capital
gain or loss 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 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
amount which is considered compensation income.
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CANADIAN INCOME TAX CONSEQUENCES
The general rules applicable to the ESPP set forth below are
applicable to employees resident in Canada for Canadian federal income tax
purposes.
No taxable income will be recognized by the employee at the time
options are granted pursuant to the ESPP. If the employee purchases shares
pursuant to the ESPP, then at that time the employee will recognize as income
from employment an 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 the employee paid for them.
If the employee disposes of the shares (including any gifts 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 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 ESPP,
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 ESPP. If the employee disposes of 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.
COMPENSATION COMMITTEE'S RESERVATION OF RIGHTS
The ESPP may be amended by the Compensation Committee in any way which
does not (i) effect an increase in the number of shares which may be purchased
under the ESPP (if such an increase would require shareholder approval under
Code Section 423), or (ii) effect a change in the designation of corporations
whose employees would be entitled to participate in the ESPP (if such a change
would require shareholder approval under Code Section 423).
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO AMEND THE ESPP.
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3. RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
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 public accountants of the Company for the fiscal year ending
December 31, 2001, subject to ratification of this appointment by the
shareholders of the Company. Arthur Andersen LLP has served as independent
public accountants 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 interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity.
Although not formally required, the appointment of the independent
public accountants of the Company has been directed by the Board of Directors
to be submitted to the shareholders for ratification as a matter of sound
corporate practice. If the shareholders do not ratify the appointment of Arthur
Andersen LLP, the appointment of the independent public accountants will be
reconsidered by the Board of Directors. If the shareholders ratify the
appointment, the Board of Directors, in its sole discretion, may still direct
the appointment of new independent public accountants at any time during the
2001 fiscal year if the Board of Directors believes that such a change would be
in the best interests of the Company.
AUDIT FEES
The aggregate fees billed by Arthur Andersen LLP for professional
services rendered for the audit of the Company's annual financial statements
for fiscal year 2000 and the reviews of the financial statements included in
the Company's Form 10-Q for such fiscal year were $258,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were $235,000 billed by Arthur Andersen LLP for professional
services rendered for financial information systems design and implementation
for fiscal year 2000. The Audit Committee considers the provision of these
services to be compatible with maintaining the independence of Arthur Andersen
LLP.
ALL OTHER FEES
The aggregate fees billed by Arthur Andersen LLP for professional
services rendered other than as stated under the captions "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" above were
$1,082,000. The Audit Committee considers the provision of these services,
primarily income tax compliance and consulting and internal audit services, to
be compatible with maintaining the independence of Arthur Andersen LLP.
Arthur Andersen LLP has audited the accounts of Allied Holdings and
its subsidiaries since 1980 and, subject to shareholder approval, will continue
in that capacity during 2001. A representative of Arthur Andersen LLP will be
present at the Annual Meeting with the opportunity to make a statement and will
be available to respond to appropriate questions.
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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 PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE 2001 FISCAL YEAR.
SHAREHOLDER PROPOSALS
The 2002 Annual Meeting of Shareholders is anticipated to be held in
May 2002. Under the Company's Bylaws, any nominations for the Board of
Directors and any proposal that a shareholder intends to present at the 2002
Annual Meeting (including any nominations for the Board of Directors) must be
received at 160 Clairemont Avenue, Suite 200, Decatur, Georgia 30030 addressed
to the attention of Robert J. Rutland, Chairman and Chief Executive Officer,
not later than 60 days prior to the scheduled date of the 2002 Annual Meeting;
provided, that if notice or prior public disclosure of the scheduled date of
the 2002 Annual Meeting is given less than 60 days prior to the scheduled date,
any nominations for the Board of Directors must be received not later than the
tenth day after the date of the earlier of either notice of the meeting date or
prior public disclosure of the meeting date. Nominations for the Board of
Directors must also include information regarding the nominee and the person
nominating as required by the Company's by-laws.
Under the Securities and Exchange Commission's Rule 14a-8, in order
for any shareholder proposal to be considered for inclusion in the Company's
proxy statement and form of proxy for the 2002 Annual Meeting, it must be
received at the Company's principal executive offices on or prior to January
15, 2002. However, if the 2002 Annual Meeting is held on a date more than 30
days before or after May 15, 2002, any shareholder who wishes to have a
proposal included in the Company's proxy statement for such meeting must submit
the proposal to the Company within a reasonable period of time before the
Company begins to print and mail its proxy materials.
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 2000 fiscal year all filing
requirements applicable to its officers, directors and 10% shareholders were
complied with.
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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, it is the intention of the persons named in
the enclosed Proxy to vote all proxies with respect to such matters 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 substantial interest in any
matter to be acted upon.
Management of the Company urges you to promptly complete the proxy
whether or not you expect to be present at the meeting. You may complete the
proxy by (i) signing and returning the enclosed proxy in the envelope provided,
(ii) voting by telephone using the telephone number on the proxy, or (iii)
voting by internet using the website on the proxy. IF YOU DO ATTEND, YOU MAY
THEN WITHDRAW YOUR PROXY.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO DANIEL H. POPKY, 160
CLAIREMONT AVENUE, SUITE 200, DECATUR, GEORGIA 30030, A COPY OF THE COMPANY'S
2000 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS), INCLUDING FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, 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.
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Appendix "A"
ALLIED HOLDINGS, INC.
AUDIT COMMITTEE CHARTER
MISSION
The primary functions of the Audit Committee are to recommend the appointment
of the independent accountants and review with them their report on the
financial reports of the corporation; to review the adequacy of the system of
internal controls and compliance with material policies and laws, including the
company's code of conduct; and to provide a direct channel of communication to
the board for the independent accountants and internal auditors and, when
needed, finance officers and general counsel.
MEMBERSHIP AND STRUCTURE
- The Audit Committee shall consist of not less than three
independent directors, free from any relationship that would interfere
with the exercise of his/her independent judgement. Disclosure will be
made in the proxy statement that the Audit Committee members are
independent.
- Each of the members of the Audit Committee should be
financially literate and at least one member must have accounting
expertise.
- The Audit Committee shall meet at least two times each year.
In addition, the Audit Committee, or at least its Chairperson shall
communicate with management and the independent auditors quarterly to
review the company's financial statements and significant findings
based on the auditor's limited review procedures, before the company
files quarterly reports with the Securities and Exchange Commission
(the "Commission").
DUTIES AND RESPONSIBILITIES
- Recommend the external auditing firm for appointment by the
board. The Board of Directors and Audit Committee have the authority
and responsibility to select, evaluate and replace the independent
auditor. The outside auditor is ultimately accountable to the Board of
Directors and the Audit Committee of the company.
- Review the independence of the external auditing firm
including the scope of other professional services performed, or to be
performed, by the external auditing firm, and consider the possible
effect that these services could have on the independence of such
accountant. The Audit Committee is responsible for ensuring that the
outside auditor periodically submits to the Audit Committee a formal
written statement delineating all relationships between the auditor
and the corporation, for actively engaging in dialogue with the
auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the outside auditor,
and for recommending that the Board of Directors take appropriate
action in response to the outside auditor's report to satisfy itself of
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the auditor's independence.
- Discuss with the external auditor the results of its audits,
including the auditor's judgment about the quality, and not just the
acceptability under Generally Accepted Accounting Principles, of the
company's accounting principles as applied in its financial reporting.
- Review with management and the external auditor all
significant issues concerning litigation, contingencies, claims, or
assessments and all material accounting issues that require disclosure
in the financial statements. This review includes a discussion of
recent FASB or other regulatory agency pronouncements that have a
material impact on the organization.
- Review management's evaluation of the adequacy of the
company's internal control structure and the extent to which major
recommendations made by the external auditors and the internal
auditors have been implemented.
- Review the services provided by the internal auditing
functions, including:
- The planned scope for the internal audit program, its
objectives, and the staff required to attain these objectives.
- The report which details the activities of the internal
auditing department of the preceding period.
- The working relationship between the internal auditing
department and external auditors.
- Annual approval of the Internal Audit Charter.
- Monitor compliance with the company's Code of Conduct.
- Direct and supervise an investigation into any matter as
deemed necessary to discharge its duties and responsibilities.
- Provide a report of Audit Committee activities to the board
at regular intervals.
- Review the Audit Committee charter annually and recommend
modifications to the board as needed. This charter will be approved by
the Board of Directors. Disclosure will be made in the company's proxy
statement for its annual meeting of shareholders that the Audit
Committee has adopted the charter. Every three years the charter will
be disclosed in the proxy statement.
- The Audit Committee will draft a letter annually to be
included in the company's proxy statement stating whether the Audit
Committee has:
1) Reviewed and discussed the audited financial statements with
management.
2) Discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61.
3) Received from the auditors and reviewed a formal written
statement regarding the auditor's independence required by
Independence Standards No. 1, and discussed with the auditors
their independence.
4) Recommended to the Board of Directors that the audited
financial statements be included in the company's Annual
Report on form 10-K for the last fiscal year for filing with
the Commission.
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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 15, 2001 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 Guy W. Rutland, III, 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, 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 SUBMITTING 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
33
[X] Please mark
vote as in
this example.
1. Election of Directors.
FOR THREE-YEAR TERMS EXPIRING ANNUAL MEETING 2004:
NOMINEES: (01) Joseph W. Collier, (2) Guy W. Rutland, IV,
(03) Berner F. Wilson, Jr.
FOR ALL WITHHELD
NOMINEES, FROM
except as ALL
indicated below [ ] [ ] NOMINEES
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
[ ] --------------------------------------------------- NOTE BELOW
Instructions: To withhold authority to vote for any
individual nominee(s) write that nominee's name on the
space provided above.
FOR AGAINST ABSTAIN
2. Proposal to amend the Company's
Employee Stock Purchase Plan to
increase the number of shares
subject to the Plan by 350,000. [ ] [ ] [ ]
3. Proposal to ratify the appointment
of Arthur Andersen LLP as
independent public accountants of
the Company to serve for the 2001
fiscal year. [ ] [ ] [ ]
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.
I HEREBY REVOKE ALL PROXIES BY ME THERETOFORE 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:________________