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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[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, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ____________
COMMISSION FILE NUMBER: 0-22276
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
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(a) The following financial statements and reports, which have
been prepared pursuant to the requirements of the Employee Retirement Income
Securities Act of 1974, are filed as part of this Annual Report on form 11-K:
Financial Statements and Supplemental Schedule December 31,
2001 and 2000
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2001 and 2000
Statement of Changes in Net Assets Available for
Benefits with Fund Information, for the year ended
December 31, 2001
Notes to Financial Statements and Schedules
Schedules Supporting Financial Statements:
Schedule H, Line 4I -- Schedule of Assets (Held at
End of Year) -- December 31, 2001
Financial Statements and Supplemental Schedule December 31,
2000 and 1999
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
Schedules Supporting Financial Statements
Schedule H, Line 4I -- Schedule of Assets Held for
Investment Purposes -- December 31, 2000
(b) Exhibits:
None.
In March 2002, the Securities and Exchange Commission issued
the release "Temporary Final Rule and Final Rule: Requirements for Arthur
Andersen LLP ("Andersen") Auditing Clients" and companion orders (collectively,
the "Final Rule"). Under the permanent provisions of the Final Rule, permission
was given to omit predecessor auditors' consents from Andersen in situations in
which consents cannot be obtained in subsequent periods after reasonably
efforts. Andersen was the predecessor auditor of the Allied Holdings, Inc.
401(k) Retirement Plan and its report and the financials prepared by Andersen
are included in this Form 11-K. However, because the Company was unable to
obtain the consent from Andersen after reasonable efforts, the reissuance of the
independent auditors' consent related to Form S-8, file number 33-76108 covering
the Allied Holdings, Inc. 401(k) Retirement Plan is not included as Exhibit 23
to this December 31, 2001 Form 11-K filing and Andersen's report is not
incorporated into the Registration Statement on Form S-8, file number 33-76108.
As a result, persons who acquire the Common Stock of Allied Holdings covered by
the Form S-8, file number 33-76108 covering the Allied Holdings, Inc. 401(k)
Retirement Plan will not be able to recover against Andersen under Section 11 of
the Securities Act of 1933 for any untrue statements of a material fact
contained in the financial statements audited by Andersen or any omissions to
state a material fact required to be stated therein.
SIGNATURE
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.
Dated: June 25, 2002
ALLIED HOLDINGS, INC. 401(k) RETIREMENT PLAN
By: /s/ Daniel H. Popky
----------------------------------------
Name: Daniel H. Popky
Title: Senior Vice President and
Chief Financial Officer
ALLIED 401(K) RETIREMENT PLAN
Financial Statements and Supplemental Schedule
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
ALLIED 401(K) RETIREMENT PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2001 9
INDEPENDENT AUDITORS' REPORT
The Benefit Committee
Allied 401(k) Retirement Plan:
We have audited the accompanying statement of net assets available for benefits
of Allied 401(k) Retirement Plan (the Plan) as of December 31, 2001 and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the Plan's
Benefit Committee. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 the Plan's Benefit Committee, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Allied 401(k)
Retirement Plan at December 31, 2001 and the changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information included in the
schedule of assets held for investment purposes at end of year 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's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's Benefit Committee. The supplemental schedule has
been subjected to the auditing procedures applied in the audit 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/ KPMG
June 7, 2002
Atlanta, Georgia
ALLIED 401(K) RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
----------- -----------
Assets:
Investments (note 5) $79,890,850 80,888,760
Employee contributions receivable 171,884 --
----------- -----------
Net assets available for benefits $80,062,734 80,888,760
=========== ===========
See accompanying notes to financial statements
2
ALLIED 401(K) RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Years ended December 31, 2001
Additions to net assets attributed to:
Investment gain (loss):
Interest and dividends $ 982,099
Demutualization compensation (note 8) 2,339,843
Net depreciation in investments (4,730,352)
------------
Total investment (loss) (1,408,410)
------------
Contributions:
Participants' 9,148,400
Rollovers from qualified plans 187,256
------------
Total contributions 9,335,656
------------
Total additions 7,927,246
------------
Deductions from net assets attributed to:
Benefits paid to participants (8,406,218)
Administrative expenses (321,213)
Funds transfer (note 9) (25,841)
------------
Total deductions (8,753,272)
------------
Net decrease (826,026) Net assets available for benefits:
Beginning of year 80,888,760
------------
End of year $ 80,062,734
============
See accompanying notes to financial statements
3
ALLIED 401(K) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) DESCRIPTION OF THE PLAN
The following is a brief description of Allied 401(k) Retirement Plan
(the Plan). Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(A) GENERAL
The Plan is a defined contribution plan covering substantially
all employees of Allied Holdings, Inc. and certain
subsidiaries (the Company). All employees who are age 21 or
older may elect to participate in the Plan upon full-time
employment. Bargaining employees have a six-months service
requirement and are not eligible to receive an employer match.
The Plan is subject to certain provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
(B) CONTRIBUTIONS
Participants who are bargaining employees may contribute up to
20% of pretax annual compensation, as defined in the Plan.
Participants who are nonbargaining employees may contribute up
to 17% of pretax annual compensation, as defined by the Plan.
Participants may also contribute amounts representing
distributions from other qualified defined benefit plans or
contribution plans. The Company may provide a matching
contribution of 100% of the first 3% of base compensation
contributed by a nonbargaining participant with a maximum of
$1,000 for each eligible employee. In 2001, the Company chose
not to make an employer matching contribution to the Plan.
(C) PARTICIPANT ACCOUNTS
The Plan maintains a separate account for each participant, to
which contributions and investment performance are allocated.
(D) VESTING
Participants are immediately vested in their contributions
plus actual earnings thereon. Participants are also
immediately vested in the Company's matching contributions.
(E) PAYMENT OF BENEFITS
Upon retirement, death, disability, or termination of service
for any other reason, participants may elect several payment
options of their vested account balance at the market value on
the date of distribution. Lump sum, installments payments,
single life annuity, or joint and survivor annuity are the
options available to participants. Account balances that are
valued at $5,000 or less are paid as a lump sum.
(F) PARTICIPANT LOANS RECEIVABLE
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lessor of $50,000 or 50%
of their account balance. Loan terms range from one to five
years. The loans bear interest at a rate commensurate with
local prevailing rates. Only one loan may be outstanding at
anytime and only one loan may be approved in a 12-month
period.
4 (Continued)
ALLIED 401(K) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(G) FORFEITED ACCOUNTS
Forfeited nonvested accounts are used to reduce future
employer contributions. In 2001, no forfeitures were used to
reduce employer contributions as a Company matching
contribution was not made.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
by the Plan in preparing its financial statements.
(A) GENERAL
The Plan is administered by a Benefit Committee made up of
employees of the Company and legal counsel to the Plan.
Bankers Trust of Des Moines serves as the Trustee of the Plan.
The Trustee holds, controls, and manages the assets of the
Plan. Principal Life Insurance Company serves as Plan
record-keeper and administers the daily transactions of the
Plan.
(B) BASIS OF PRESENTATION
The accompanying financial statements as of and for the year
ended December 31, 2001 have been prepared on the accrual
basis of accounting.
The 2000 financial statements were prepared on the modified
cash basis. Under the modified cash basis, receivables and
accrued expenses are not recorded. There were no contributions
receivable or accrued liabilities as of December 31, 2000
requiring an accrual.
(C) INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value with the
exception of the guaranteed interest investments in the
general accounts at Principal Life Insurance Company
(Principal). Shares of registered investment companies are
valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. The common stock
is valued at its quoted market price as obtained from the
American Stock Exchange or the New York Stock Exchange. 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, 2001 and 2000 approximates contract
value. Contract value represents contributions made under the
contract plus earnings, less plan withdrawals and
administrative expenses. Participant loans are carried at cost
which approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
(D) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect
5 (Continued)
ALLIED 401(K) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
(E) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(F) RECLASSIFICATIONS
Certain balances in prior years have been reclassified to
conform with the current year presentation.
(3) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by
a letter dated September 24, 2001 that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Benefit Committee of the Plan believes the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(4) TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
terminate the Plan subject to provisions of ERISA.
(5) INVESTMENTS
The fair value of individual investments that represent 5% or more of
the Plan's net assets are as follows:
2001 2000
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Principal Life Insurance Company Large Cap Stock Index Fund $14,996,704 18,773,328
Principal Life Insurance Company Money Market Fund 12,112,966 7,869,025
Principal Life Insurance Company Guaranteed Interest Accounts 9,378,559 11,684,420
The Vanguard Group Growth & Income Fund 7,886,724 9,161,559
Neuberger Berman, LLC Genesis Fund 7,011,549 4,621,945
Principal Life Insurance Company Bond and Mortgage Fund 6,763,331 4,073,621
Strong Investments, Inc. Strong Advisor Common Stock Fund 6,357,329 6,935,313
The Vanguard Group Wellington Fund 3,480,728 1,769,159
Putnam Investments Investors A Fund 3,476,891 5,102,227
Principal Life Insurance Company International Stock Fund 3,405,076 5,405,576
6 (Continued)
ALLIED 401(K) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
During 2001, the Plan's investments (depreciated) appreciated in value
as follows:
Net unrealized (depreciation) appreciation in fair market value:
Registered investment funds $ (1,970,200)
Pooled separate accounts (2,801,173)
Common stock 41,021
------------
Net change in fair market value $ (4,730,352)
============
(6) RELATED PARTY TRANSACTIONS
Certain Plan investments include shares of common stock issued by
Allied Holdings, Inc., the Plan Sponsor. At December 31, 2001 and 2000,
the Plan held a combined total of 81,590 and 95,229 shares valued at
approximately $2.02 and $2.74 per share, respectively. As the Plan
Sponsor, these transactions qualify as party-in-interest transactions.
Effective November 1, 2000, participants could no longer direct their
deferrals into Allied Holdings, Inc. common stock.
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. At December 31, 2001 and 2000, the Plan held a combined
total of 17,353 and 19,003 shares valued at approximately $22.15 and
$16.62 per share, respectively.
Other Plan investments include units of investment funds and guaranteed
interest investments in the general account managed by Principal.
Principal is the record-keeper as defined by the Plan and, therefore,
these transactions qualify as party-in-interest transactions. Effective
on November 1, 2000, participants could no longer direct their
deferrals into the guaranteed interest investments in the general
accounts of Principal.
(7) PLAN AMENDMENTS
On November 29, 1999, the Benefit Committee of Allied 401(k) Retirement
Plan adopted an amendment to bring the Plan in compliance with the
General Agreement on Tariffs and Trades as amended in 1994, the
Uniformed Services Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996, the Taxpayer Relief Act of
1997, and the Internal Revenue Service Restructuring and Reform Act of
1998 (collectively known as GUST).
Effective January 1, 2002, the Benefit Committee of Allied 401(k)
Retirement Plan adopted amendments to bring the Plan into compliance
with provisions in the Economic Growth and Tax Relief Reconciliation
Act of 2001 (EGTRRA). Specifically, Plan provisions were changed to
increase participant deferrals to up to 50% of pretax annual
compensation. Other Plan provisions were changed to reflect new
compliance amounts in EGTRRA and include the new "catch-up
contribution" provision for participants age 50 or older.
7 (Continued)
ALLIED 401(K) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(8) DEMUTUALIZATION COMPENSATION
On March 31, 2001, the board of directors of Principal Mutual Holding
Company adopted a plan for converting Principal Mutual Holding Company
from a mutual insurance holding company to a stock company. The plan
was approved by policy and contract holders on July 24, 2001, and by
the Iowa Insurance Commissioner on August 28, 2001. A prospectus was
filed with the Securities and Exchange Commission in connection with
the initial public offering (IPO) of Principal Financial Group, Inc.
common stock on August 29, 2001. The demutualization became effective
upon the closing of the IPO on October 26, 2001.
In demutualization, membership interests of eligible policy and
contract holders are exchanged for compensation, which may be in the
form of stock, cash, or policy/contract enhancements. The compensation
was distributed over a five-day period beginning on December 10, 2001
and the Plan received account value policy credits (i.e., a dividend)
in the amount of $2,339,843.
The receipt of common stock, cash, or policy credits by policyholders
who are employee benefit plans with respect to which Principal is a
"party in interest" under ERISA or a "disqualified person" under the
Internal Revenue Code could be viewed as prohibited by Section 406 of
ERISA and Section 4975 of the Code. Accordingly, Principal has applied
for and received an administrative exemption from the Department of
Labor to cover these transactions. This exemption was published in the
Federal Register on September 27, 2001.
(9) PLAN TRANSFER
In 2001, four employees transferred their account balances totaling
$25,841 to an unrelated plan.
8 (Continued)
ALLIED 401(K) RETIREMENT PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
IDENTITY OF BORROWER, LESSOR,
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT CURRENT VALUE
- ------------------------------------------------------------ ------------------------------------------------- -------------
*Various Plan Participants Participant loans (interest rates ranging
from 4.75% to 10%) $ 3,446,323
*Principal Life Insurance Company Money Market Fund 279,325 shares of registered investment company 12,112,966
*Principal Life Insurance Company Bond and Mortgage Fund 11,174 shares of registered investment company 6,763,331
*Principal Life Insurance Company International Stock Fund 111,440 shares of registered investment company 3,405,076
*Principal Life Insurance Company Large Cap Stock Index Fund 356,672 shares of registered investment company 14,996,704
Deposits in general account of insurance company:
*Principal Life Insurance Company Guaranteed Interest Account 6.03%, matures December 31, 2001 1,630,324
*Principal Life Insurance Company Guaranteed Interest Account 5.19%, matures December 31, 2002 2,257,206
*Principal Life Insurance Company Guaranteed Interest Account 5.52%, matures December 31, 2002 2,653,787
*Principal Life Insurance Company Guaranteed Interest Account 6.51%, matures December 31, 2004 2,541,392
*Principal Life Insurance Company Guaranteed Interest Account 4.30%, matures December, 31, 2005 295,850
The Vanguard Group Wellington Fund 123,514 shares of registered investment company 3,480,728
The Vanguard Group Growth & Income Fund 276,545 shares of registered investment company 7,886,724
Fidelity Investments Advisor Growth Opportunities Fund
(Institutional Class) Fund 19,483 shares of registered investment company 572,737
Putnam Investments Investors A Fund 292,610 shares of registered investment company 3,476,891
Strong Investments, Inc. Strong Balanced Fund 22,868 shares of registered investment company 452,666
Strong Investments, Inc. Strong Advisor Common Stock Fund 307,579 shares of registered investment company 6,357,329
Neuberger Berman, LLC Genesis Fund 236,324 shares of registered investment company 7,011,549
*Allied Holdings, Inc. common stock 81,590 shares of common stock 164,812
*Ryder System, Inc. common stock 17,353 shares of common stock 384,368
*Bankers Trust of Des Moines Money Market Account 87
-----------
$79,890,850
===========
(*) Indicates a party-in-interest to the Plan as defined by ERISA.
See accompanying independent auditors' report.
9
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
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
Atlanta, Georgia
May 1, 2001
ALLIED 401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
----------- -----------
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
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $80,888,760 $81,755,512
=========== ===========
The accompanying notes are an integral part of these statements.
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
-----------
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
-----------
Total additions 9,843,625
-----------
DEDUCTIONS:
Benefits paid to participants (10,381,428)
Administrative expenses (328,949)
-----------
Total deductions (10,710,377)
-----------
NET DECREASE (866,752)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 81,755,512
-----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $80,888,760
===========
The accompanying notes are an integral part of this statement.
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.
-2-
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.
-3-
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.
-4-
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
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
- ----------------------------------------------------- -------------------------------------- ------------
* 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
-----------
$80,888,760
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(*) Represents a party in interest.
The accompanying notes are an integral part of this schedule.