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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ______________________
Commission File Number 0-22276
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ALLIED HOLDINGS, INC. 401(k) RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ALLIED HOLDINGS, INC.
160 Clairemont Avenue
Suite 200
Decatur, Georgia 30030
(a) The following financial statements and
reports, which have been prepared pursuant to the requirements of the Employee
Retirement Income Security Act of 1974, are filed as part of this Annual Report
on form 11-K:
Report of Independent Public Accountants.
Financial Statements:
Statements of Net Assets Available for Benefits as of December
31, 2000 and 1999.
Statement of Changes in Net Assets Available for Benefits with
Fund Information, for the year ended December 31, 2000.
Notes to Financial Statements and Schedules.
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Schedules Supporting Financial Statements:
Schedule I: Schedule H, Line 4i.
(b) The following Exhibit is filed as part of
this Annual Report on Form 11-K:
Exhibit 23 - Consent of Arthur Andersen LLP.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the plan administrator has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
ALLIED HOLDINGS, INC. 401(k) RETIREMENT PLAN
By: /s/ Daniel H. Popky
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Name: Daniel H. Popky
Title: Senior Vice President and Chief Financial Officer
Date: June 25, 2001
EXHIBIT INDEX
Exhibit Description Location
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(23) Consent of Arthur Andersen LLP Filed herewith
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ALLIED 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH AUDITORS' REPORT
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ALLIED 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS--DECEMBER 31, 2000 AND
1999
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 2000
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
SCHEDULE I: SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES--DECEMBER 31, 2000
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE PLAN ADMINISTRATOR OF THE
ALLIED 401(K) RETIREMENT PLAN:
We have audited the accompanying statements of net assets available for benefits
of the ALLIED 401(K) RETIREMENT PLAN as of December 31, 2000 and 1999 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2000. These financial statements and the schedule referred to
below are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and the schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note 2, these financial statements and the supplemental schedule
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than accounting principles generally accepted in the
United States.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999 and the changes in its net assets available for
benefits for the year ended December 31, 2000 on the basis of accounting
described in Note 2.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
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ATLANTA, GEORGIA
MAY 1, 2001
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ALLIED 401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
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CASH $ 0 $ 29,068
INVESTMENTS, AT FAIR VALUE AS DETERMINED BY QUOTED MARKET
PRICES:
Mutual funds 28,930,619 6,904,980
Pooled separate accounts 36,121,549 58,365,357
Allied Holdings, Inc. common stock 260,931 362,088
Ryder System, Inc. common stock 315,924 649,017
INVESTMENTS, AT CONTRACT VALUE:
Loans to participants 3,575,317 3,192,883
Deposits in general account of Principal Life Insurance
Company--guaranteed interest accounts 11,684,420 12,252,119
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NET ASSETS AVAILABLE FOR BENEFITS $ 80,888,760 $ 81,755,512
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The accompanying notes are an integral part of these statements.
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ALLIED 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
ADDITIONS:
Contributions:
Participant $ 10,339,503
Employer 684,261
Rollovers from qualified plans 802,163
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Total contributions 11,825,927
Interest and dividend income 2,626,948
Net depreciation in fair value of investments:
Mutual funds (2,907,029)
Pooled separate accounts (1,364,930)
Common stock (579,956)
Loan interest 242,665
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Total additions 9,843,625
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DEDUCTIONS:
Benefits paid to participants (10,381,428)
Administrative expenses (328,949)
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Total deductions (10,710,377)
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NET DECREASE (866,752)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 81,755,512
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 80,888,760
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The accompanying notes are an integral part of this statement.
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ALLIED 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
1. PLAN DESCRIPTION
The following brief description of the Allied 401(k) Retirement Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the plan document for more complete
information.
GENERAL
The Plan is a defined contribution plan established for the employees
of Allied Holdings, Inc. (the "Company") and certain of its
subsidiaries who have adopted the Plan, as defined, under the
provisions of Section 401(a) of the Internal Revenue Code ("IRC"),
which includes a qualified cash or deferred arrangement as described in
Section 401(k) of the IRC. The Plan benefits all eligible employees of
the Company and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"), as amended. The Plan was
restated in December 1994, naming the Company as the primary sponsor of
the Plan. The Plan was also restated in December 1999 to incorporate
all prior amendments and to conform to new IRC provisions.
PARTICIPATION
All employees who are age 21 or older may elect to participate in the
Plan upon full-time employment. Bargaining employees have a one-year
service requirement and are not eligible to receive an employer match.
CONTRIBUTIONS
Participating employees may elect to defer a percentage of their pretax
compensation, as specified in their employers' adoption agreements,
each calendar year, subject to IRC limitations. The Plan provides for
matching contributions for nonunion participants. The Company matches
100% of a participant's deferral, up to 3% of his/her pretax
compensation or a maximum of $1,000 for each eligible participant. A
participant must be employed by the Company on the last day of the plan
year in order to be eligible for a matching contribution. Employer
matching for new, retired, disabled, and deceased employees is based on
the portion of the year that the employee was eligible to participate
in the Plan. The Plan was amended effective July 8, 1997 to allow for
roll-over contributions from previous employers' qualified retirement
plans.
INVESTMENT OPTIONS
All contributions to the Plan are participant-directed and are
invested, as elected by each participant, in one or any combination of
the investment options offered by the Plan, which include separate
accounts and guaranteed interest accounts managed by Principal Life
Insurance Company ("Principal") under a group annuity contract and
corporate common stock funds. Beginning in 1999, the participants were
also able to direct their moneys into electronically linked mutual
funds managed by third-party investment advisors. Participants receive
investment income, gains, and losses from plan investments based on
their proportionate shares of fund balances to the total fund balances
during the year.
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Effective November 1, 2000, participants may no longer direct their
deferrals into Allied Holdings, Inc. common stock or the guaranteed
interest accounts.
Effective in 1997, with the acquisition of Ryder Automotive Carrier
Services, Inc. and RC Management Corp. (collectively, "Ryder"), the
Plan was amended to permit rollovers from other qualified plans.
Employees of Ryder were eligible to receive distributions of their
accounts from the qualified plan maintained by Ryder. Some of the
employees elected to roll over their distributions to the Plan,
including Ryder System, Inc. common stock, which was received as an
in-kind distribution. This stock is held by the Plan and may be sold by
the participants or held. No additional acquisitions of Ryder System,
Inc. common stock are permitted.
DISTRIBUTION AND VESTING OF BENEFITS
Both employer and participant contributions are 100% vested at all
times. Upon normal retirement, permanent disability, or death, the
employee or designated beneficiary is eligible to receive all of the
employee's share of accumulated benefits of the Plan in a lump-sum
distribution, an annuity, or installments over a period of time. Upon
termination of employment, the employee or designated beneficiary is
entitled to receive the employee's account balance or continue his/her
account until normal retirement or earlier, if the value is more than
$5,000.
EXPENSES
Administrative expenses of the Plan are paid by the Plan and the
Company. Participants pay a transaction fee for loans. The Plan pays an
annual fee to cover fund investment management expenses based on
average plan assets. This fee is deducted from interest and dividend
income of the funds prior to allocation to the participants' accounts.
The Plan also pays record-keeping expenses which are allocated to the
participants' accounts.
PLAN TERMINATION
Although the Company intends for the Plan to be continued indefinitely,
it reserves the right to terminate the Plan subject to the provisions
of ERISA. Should the Plan terminate, all participants would become
fully vested, and the Plan's assets would be distributed.
LOANS TO PARTICIPANTS
The Plan permits loans to participants of up to 50% of each
participant's vested balance, not to exceed $50,000. Loans are made for
a minimum of $1,000, and only one loan may be made in any 12-month
period. In addition, only one loan may be outstanding at a time. Such
loans are payable over five years generally through payroll deductions
and bear interest at rates determined by the plan administrator based
on prevailing market conditions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
BASIS OF ACCOUNTING
The accounting records of the Plan are maintained on a modified cash
basis. Under the modified cash basis, receivables and accrued expenses
are not recorded, and investments are stated at market value.
Contributions receivable were approximately $0 at both December 31,
2000 and 1999. In addition, refunds of contributions of approximately
$50,000 and $124,000 were due to participants at December 31, 2000 and
1999, respectively. These amounts have not been recorded in the
accompanying financial statements which have been prepared on the
modified cash basis of accounting.
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The preparation of the Plan's financial statements requires the Plan's
management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could
differ from these estimates.
VALUATION OF INVESTMENTS
Investments are recorded at market value based on quoted market prices,
with the exception of assets in the fixed interest fund, which are
stated at contract value. The Plan has adopted Statement of Position
("SOP") 94-4, "Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined Contribution Pension Plans." SOP 94-4
specifies that nonbenefit-responsive investment contracts held by
defined contribution plans should be reported at fair value. The
investment in the general account at Principal is nonbenefit-responsive
due to surrender charges which apply to early withdrawals. The fair
value of the guaranteed interest account as of December 31, 2000 and
1999 approximates contract value. Contract value represents
contributions made under the contract plus earnings, less plan
withdrawals and administrative expenses.
At December 31, 2000 and 1999, the Plan was holding 95,229 and 59,019
shares, respectively, of Allied Holdings, Inc. common stock. All
transactions in the company stock fund are considered to be
related-party transactions.
INVESTMENT INCOME
Net realized gains (losses) from the sale of investments and changes in
unrealized appreciation (depreciation) are recorded in the accompanying
statement of changes in net assets available for benefits as net
appreciation (depreciation) in fair value of investments.
Income from capital gains is recorded in the accompanying statement of
changes in net assets available for benefits as interest and dividend
income.
3. ADMINISTRATION OF THE PLAN
Deutsche Bank AG (formerly Banker's Trust Company) serves as the Plan's
trustee and is custodian for the stock funds. The Company is the
administrator of the Plan. Principal serves as the Plan's record keeper
and investment custodian for the separate accounts and guaranteed
interest accounts.
4. TAX STATUS
The Plan has received a favorable letter of determination from the
Internal Revenue Service dated November 30, 1998 covering the Plan as
then designed. The letter of determination states that the Plan is
designed in compliance with Section 401 of the IRC and that the related
trust is entitled to an exemption from taxation under the provisions of
Section 501(a). The Plan has been amended and restated since receipt of
the determination letter. However, the plan administrator believes that
the Plan is currently designed and being operated in compliance with
the applicable requirements of the IRC. Therefore, the plan
administrator believes that the Plan was qualified and that the related
trust was tax-exempt as of December 31, 2000 and 1999.
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5. INVESTMENTS
Individual assets that represent 5% or more of the Plan's net assets at
December 31, 2000 and 1999 are as follows:
2000:
Money Market $ 7,869,025
Bond & Mortgage 4,073,621
Large Cap Stock Index 18,773,328
International Stock 5,405,576
Putnam Investors (A) 5,102,227
Vanguard Growth & Income 9,161,559
Neuberger Berman Genesis Fund 4,621,945
Strong Advisor Common Stock 6,935,313
Guaranteed Interest Accounts 11,684,420
1999:
Money Market 8,721,102
Large Cap Stock Index 21,315,146
Medium Company Blend 6,383,994
U.S. Stock 12,632,337
International Stock 6,058,144
Guaranteed Interest Accounts 12,252,119
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SCHEDULE I
ALLIED 401(k) RETIREMENT PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Description of iNvestment, Including
Identity of Issuer, Maturity Date, Rate of Interest, Current
Borrower, Lessor, or Similar Party Collateral, and Par or Maturity Value Value
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* VARIOUS PLAN PARTICIPANTS Participant loans (interest rates
ranging from 8.5% to 9.5%) $ 3,575,317
* PRINCIPAL LIFE INSURANCE COMPANY Money Market Fund 7,869,025
Bond & Mortgage Fund 4,073,621
International Stock Fund 5,405,576
Large Cap Stock Index Fund 18,773,328
Deposits in general
account of
insurance company:
5.92%, matures December 31,
2000 1,934,317
6.02%, matures December 31,
2001 1,709,075
5.19%, matures December 31,
2002 2,442,650
5.52%, matures December 31,
2003 2,872,004
6.51%, matures December 31,
2004 2,726,372
THE VANGUARD GROUP Wellington Fund 1,769,159
Growth & Income 9,161,559
FIDELITY INVESTMENTS Fidelity Advisor Growth
Opportunities Fund
(Institutional Class) 664,226
PUTNAM INVESTMENTS Putnam Investors Fund 5,102,227
STRONG INVESTMENTS, INC. Strong Balanced Fund 676,191
Strong Advisor Common Stock 6,935,313
NEUBERGER BERMAN, L.L.C. Neuberger Berman Genesis Fund 4,621,945
* ALLIED HOLDINGS, INC. Common stock, 95,229 shares 260,931
RYDER SYSTEM, INC. Common stock, 19,003 shares 315,924
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$80,888,760
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*REPRESENTS A PARTY IN INTEREST.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SCHEDULE.