1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 1997 (September
30, 1997)

Allied Holdings, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Georgia 0-22276 58-0360550
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

160 Clairemont Avenue, Suite 510, Decatur, Georgia 30030
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

404/370-1100
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets

On September 30, 1997, Allied Holdings, Inc. ("Registrant") acquired
all of the outstanding capital stock of Ryder Automotive Carrier Services, Inc.
and RC Management Corp ("Ryder") from Ryder System, Inc. ("Ryder System")
pursuant to the terms and conditions of an acquisition agreement among
Registrant, AH Acquisition Corp, Canadian Acquisition Corp, and Axis North
America, Inc., wholly-owned subsidiaries of Allied, and Ryder System (the
"Agreement"). The Registrant acquired all of the capital stock of Ryder for
aggregate consideration in the amount of approximately $114.5 million, subject
to adjustment as provided in the Agreement.

The terms and conditions of the Agreement, including the consideration
paid by Registrant, were determined through arms-length negotiations between
the parties. The Board of Directors of Ryder System approved the transaction in
accordance with applicable governing law. There are no material relationships
between Ryder System and Registrant or any of its affiliates, directors,
officers or associates of any such person.

The source of funds utilized for payment of the purchase price was the
proceeds from the sale of the 8 5/8% Senior Notes due 2007 (the "Senior Notes")
as issued by Registrant on September 30, 1997.

Prior to the acquisition of Ryder by Registrant, Ryder was the largest
motor carrier in North America specializing in the transportation of new and
used automobiles and light trucks. For the year ended December 31, 1996, Ryder
generated revenues of $583.3 million and generated revenues of $315.2 million
for the six months ended June 30, 1997. Ryder's operating loss was ($17.2
million) for the year ended December 31, 1996 and Ryder had operating income of
$9.8 million for the six month period ended June 30, 1997.

Registrant issued the press release filed as Exhibit 99.1 in
connection with the acquisition.

Item 5. Other Events

In connection with the offering (the "Offering") of $150.0 million of
its 8 5/8% Senior Notes due 2007 (the "Notes") completed September 30, 1997,
Registrant prepared a final Offering Memorandum which contains a pro forma
statement of operations for the six months ended June 30, 1997 and for the year
ended December 31, 1996, and a pro forma balance sheet as of June 30, 1997.
These pro forma financial statements are substantially the same as the pro
forma financial statements set forth in Item 7 of this Report.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of business acquired.

The following financial statements of Ryder Automotive Carrier
Services, Inc.

2
3

and subsidiaries are attached hereto as Exhibit 99.2;

Consolidated Balance Sheets as of December 31, 1994, 1995,
and 1996 and the six months ended June 30, 1997 (unaudited);

Consolidated Statements of Operations for the years ended
December 31, 1994, 1995, and 1996 and the six months ended June 30, 1996 and
1997 (unaudited).

Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1995, and 1996 and the six months ended June 30, 1996 and
1997 (unaudited). Notes to unaudited pro forma financial information.

Notes to Consolidated Financial Statements.

(b) Pro Forma Financial Information.

The following pro forma financial information is attached hereto as
Exhibit 99.3:

Pro Forma Consolidated Statement of Operations for the six
months ended June 30, 1997 (unaudited).

Pro Forma Consolidated Statement of Operations for the year
ended December 31, 1996 (unaudited).

Pro Forma Consolidated Balance Sheet as of June 30, 1997
(unaudited).
Notes to Unaudited Pro Forma Financial Information.

The following Exhibits are filed along with this report:

2.1 Acquisition Agreement (incorporated by reference from prior filing
with the Commission).

99.1 Press release dated September 30, 1997.

99.2 Ryder Automotive Carrier Services, Inc. Consolidated Financial
Statements for the years ended December 31, 1994, 1995 and 1996 and the six
months ended June 30, 1996 and 1997.

99.3 Pro Forma Financial Information.

3
4

SIGNATURES

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.

ALLIED HOLDINGS, INC.

October 9, 1997 /s/ Daniel H. Popky
----------------------------------------
Daniel H. Popky, Vice President, Finance

4
5

EXHIBIT INDEX

Exhibit Description
------- -----------

2.1 Acquisition Agreement Incorporated by reference from current report
on Form 8-K as filed with the Securities and
Exchange Commission on August 29, 1997

99.1 Press release dated September 30, 1997

99.2 Ryder Automotive Carrier Services, Inc.
Consolidated Financial Statements as of
December 31, 1994, 1995 and 1996 and the six
months ended June 30, 1996 and 1997

99.3 Pro Forma Financial Information