SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 22, 2005
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ALLIED HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 0-22276 58-0360550
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
160 Clairemont Avenue, Suite 200, Decatur, Georgia 30030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (404) 373-4285
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 22, 2005, Allied Holdings, Inc. (the "Company") entered into
an amendment (the "Fourth Amendment") to its amended and restated credit
facility (the "Credit Facility") by and among the Company, Allied Systems, Ltd.
(L.P.), each subsidiary of the Company listed as a "Guarantor" on the signature
pages thereto, each of the lenders from time to time party thereto, Ableco
Finance LLC, as collateral agent, and Wells Fargo Foothill, Inc., as
administrative agent. The Fourth Amendment has an effective date of June 22,
2005. The Fourth Amendment makes the following changes in the financial
covenants in the Credit Facility.
The Fourth Amendment specifies the amount of debt the Company is
permitted to incur under the Credit Facility during certain periods. As
amended, with respect to Revolving Loans under the Credit Facility, the amount
outstanding cannot exceed for the period beginning June 22, 2005, and ending
June 27, 2005, approximately $19.6 million. In addition, for the period June
22, 2005 through June 27, 2005, the Letters of Credit Obligations may not
exceed approximately $43.7 million. Subsequent to June 27, 2005, the Company
will be subject to the debt limitations set forth in the Credit Facility prior
to the Fourth Amendment.
In addition, the Fourth Amendment also amended the debt incurrence
ratio, as set forth in the Credit Facility, to provide that solely for the
period commencing May 1, 2005 and ending June 27, 2005 the aggregate principal
amount of the Loans and Letter of Credit Obligations, as defined in the Credit
Facility, shall not at the end of any business day exceed (i) an amount equal
to four times the consolidated earnings before interest, taxes, depreciation,
and amortization, as defined in the Credit Facility, for the most recently
completed twelve months after giving effect to certain adjustments as provided
in the Credit Facility, or (ii) the maximum principal amount of indebtedness
which is otherwise permitted to be incurred under Section 2.01(b) of the Credit
Facility. Subsequent to June 27, 2005, the Company will be subject to the debt
incurrence ratio as set forth in the Credit Facility prior to the Fourth
Amendment.
The Fourth Amendment also provides for certain additional events which
may constitute an Event of Default under the Credit Facility including but not
limited to events which, in the sole discretion of the administrative agent or
the collateral agent, have a material adverse effect on the operations,
business, assets, prospects, properties or condition of the Company or the
industries, businesses or markets within which the Company or its customers
operate, in accordance with the terms of the Credit Facility as set forth in
the Fourth Amendment.
As a result of the Fourth Amendment, the Company believes that it was
in compliance with the covenants under the Credit Facility as of June 22, 2005,
provided that the Company can give no assurance that it will be in compliance
with the covenant in the Credit Facility, as amended, related to minimum
consolidated earnings before interest, taxes, depreciation and amortization, as
defined in the Credit Facility when it provides its report as to compliance
with such covenants, as of May 31, 2005 by no later than June 30, 2005. The
Company can also give no assurances that it will continue to be in compliance
with the covenants under the Credit Facility in the future or that if it fails
to comply, that it will be able to obtain amendments or waivers of such
covenants on commercially reasonable terms, if at all. If the Company is unable
to comply with the covenants in the credit facility and is unable to obtain a
waiver or further amendment to the facility on acceptable terms, the Company
may need to file for bankruptcy protection.
In connection with obtaining the Fourth Amendment, the Company has
agreed to pay additional interest of 3% on all outstanding obligations under
the Credit Facility for the period commencing June 22, 2005 and ending on the
earlier of June 27, 2005 or any event of default under the Credit Facility.
As amended, the final maturity date of the Credit Facility remains
September 4, 2007. Except as noted above, all other terms of the Credit
Facility remain in full force and effect.
A copy of the Fourth Amendment is filed herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.3(b) Fourth Amendment dated June 22, 2005 to the Amended and
Restated Financing Agreement, dated as of September 4, 2003,
by and among Allied Holdings, Inc., Allied Systems, Ltd.
(L.P.), each subsidiary of Allied Holdings, Inc. listed as a
"Guarantor" on the signature pages thereto, each of the
lenders from time to time party thereto as a Lender, Ableco
Finance LLC, as collateral agent, and Wells Fargo Foothill,
Inc., as administrative agent
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.
Dated: June 24, 2005 By: /s/ Thomas H. King
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Name: Thomas H. King
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.3(b) Fourth Amendment dated June 22, 2005 to the Amended and Restated Financing Agreement, dated
as of September 4, 2003, by and among Allied Holdings, Inc., Allied Systems, Ltd.
(L.P.), each subsidiary of Allied Holdings, Inc. listed as a "Guarantor" on the
signature pages thereto, each of the lenders from time to time party thereto as a
Lender, Ableco Finance LLC, as collateral agent, and Wells Fargo Foothill, Inc., as
administrative agent