SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT FOR EVENT OCCURRING FEBRUARY 12, 2002
of
ALLIED HOLDINGS, INC.
a Georgia Corporation
IRS Employer Identification No. 58-0360550
SEC File Number 0-22276
160 CLAIREMONT AVENUE
SUITE 200
DECATUR, GEORGIA 30030
(404) 370-1100
ITEM 5. OTHER EVENTS
Allied Holdings, Inc. (the "Company") reached an agreement on February
12, 2002 with the Company's subordinated debt holders extending the February 15
interest payment date under the Company's $40 million subordinated debt facility
to March 1, 2002. In January 2002, the Company received a written commitment
from Ableco Finance LLC ("Ableco"), a specialty finance company focusing on
refinancings, leveraged lending and asset-based facilities, and Foothill Capital
Corporation ("Foothill"), a wholly-owned subsidiary of Wells Fargo & Company, to
lead a new credit facility for the Company consisting of revolving credit and
term loan facilities. The term loans would be used to reduce outstanding
borrowings on the Company's revolving credit facility and to purchase and repay
the Company's existing subordinated debt. The refinancing commitment of Ableco
and Foothill remains subject to the satisfaction of various conditions, which
are customary in a transaction of this nature.
Also in January, the Company reached an agreement with its subordinated
debt holders allowing for the purchase and repayment of the subordinate debt,
which originally matured on February 1, 2003, for $37.25 million. Such purchase
and repayment remains subject to the successful completion of the refinancing of
the Company's current credit facility and other customary conditions. The
subordinated debt holders also agreed to extend the Company's February 1
interest payment date to February 15, 2002, which payment date has now been
further extended to March 1, 2002.
The Company anticipates completing this refinancing later this month.
The Company's current bank group has agreed to extend the Company's existing
revolving credit facility past the January 31, 2002 maturity date to the earlier
of February 28, 2002 or the day before the subordinated debt interest payment is
due in order to allow sufficient time for the new credit facility to be put in
place.
Statements in this Current Report that are not strictly historical are
"forward looking" statements. Such statements include, without limitation, any
statements containing the words "believe," "anticipate," "estimate," "expect,"
"intend," "plan," "seek," and similar expressions. Investors are cautioned that
such statements are subject to certain risks and uncertainties that could cause
actual results to differ materially. Without limitation, these risks and
uncertainties include economic recessions or extended or more severe downturns
in new vehicle production or sales, the highly competitive nature of the
automotive distribution industry, the ability to comply with the terms of its
current debt agreements, the ability of the Company to obtain financing in the
future and the Company's highly leveraged financial position. Investors are
urged to carefully review and consider the various disclosures made by the
Company in this Current Report and in the Company's other reports filed with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS
(a) Financial Statements.
None
(b) Pro Forma Financial Statements.
None
(c) Exhibits.
10.1 Amendment No. 3 to Credit Agreement, dated as of
January 29, 2002, among Allied Holdings, Inc., Allied
Systems (Canada) Company, Fleet National Bank and the
other lending institutions listed on Schedule 1 to
the Credit Agreement, Fleet National Bank as
Administrative Agent for itself and the other Banks,
ABN Amro Bank, N.V., as Documentation Agent, The Bank
of Nova Scotia, as the Canadian Agent, and BankOne,
N.A. and Bank of America, N.A., as Co-Agents
10.2 Fourth Amendment to Note Agreement, dated as of
January 28, 2002, between Allied Holdings, Inc. and
each of the institutions signatory thereto
10.3 Fifth Amendment to Note Agreement, dated as of
February 12, 2002, between Allied Holdings, Inc. and
each of the institutions signatory thereto
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 13, 2002
ALLIED HOLDINGS, INC.
By: /s/ Daniel H. Popky
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Name: Daniel H. Popky
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
10.1 Amendment No. 3 to Credit Agreement, dated as of January 29,
2002, among Allied Holdings, Inc., Allied Systems (Canada)
Company, Fleet National Bank and the other lending
institutions listed on Schedule 1 to the Credit Agreement,
Fleet National Bank as Administrative Agent for itself and the
other Banks, ABN Amro Bank, N.V., as Documentation Agent, The
Bank of Nova Scotia, as the Canadian Agent, and BankOne, N.A.
and Bank of America, N.A., as Co-Agents
10.2 Fourth Amendment to Note Agreement, dated as of January 28,
2002, between Allied Holdings, Inc. and each of the
institutions signatory thereto
10.3 Fifth Amendment to Note Agreement, dated as of February 12,
2002, between Allied Holdings, Inc. and each of the
institutions signatory thereto