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) March 16, 2007
ALLIED HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Georgia
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0-22276
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58-0360550 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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160 Clairemont Avenue, Suite 200, Decatur, Georgia
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30030 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants
telephone number, including area code (404) 373-4285
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On March 16, 2007, Allied Holdings, Inc. (Allied or the Company) obtained commitments for
a new $315 million debtor-in-possession credit facility (the New DIP Facility). The New DIP
Facility, which is being arranged exclusively by an affiliate of Goldman Sachs & Co., will include
a $230 million secured term loan facility, a $50 million senior letter of credit facility and a $35
million senior secured revolving credit facility. Subject to the satisfaction of certain
conditions, including confirmation of the Companys joint plan
of reorganization, at the option of the Company, the New DIP
Facility will convert to a senior secured credit facility upon Allieds successful
emergence from bankruptcy.
Proceeds from the New DIP Facility will be used by Allied to repay all amounts outstanding
under its current debtor-in-possession credit facility (the Old DIP Facility), to pay
administrative expenses and to provide the Company with working capital. The revolving credit
facility under the Old DIP Facility was scheduled to mature on March 30, 2007 and the term loans
under the Old DIP Facility were scheduled to mature on June 30, 2007.
Funding under the New DIP Facility is still subject to satisfaction of a number of conditions,
including approval of the New DIP Facility by the U.S. Bankruptcy Court for the Northern District
of Georgia and negotiation and execution of the necessary loan documents relating to the New DIP
Facility. Allied filed a motion for approval of the New DIP Facility with the Bankruptcy Court on
March 16, 2007 and expects to receive funding under the new DIP facility before April 13, 2007.
Forward-Looking Statements
Statements included in this Current Report on Form 8-K that are not strictly historical are
forward-looking statements. Such statements include, without limitations, any statements
containing the words believe, anticipate, estimate, expect, intend, plan, seek, and
similar expressions. These forward- looking statements involve a number of risks and uncertainties
that could cause Allieds actual results to differ materially from those suggested by the
forward-looking statements and are beyond the Companys ability to control or predict.
With respect to the Companys Chapter 11 reorganization process, these risks include, but are
not limited to, the following: the Companys ability to continue as a going concern and fund its
cash requirements through the effective date of a plan of reorganization; the Companys ability to
satisfy the conditions for funding under the new DIP facility; approval of the new DIP facility by
the Bankruptcy Court; the ability of the Company to confirm and consummate the plan of
reorganization (or an alternative plan), which depends on a number of factors, including the
Bankruptcy Courts approval of the disclosure statement related to the plan of reorganization, the
Companys ability to obtain creditor approval thereof, the Companys ability to satisfy the
conditions under the new DIP facility necessary for exit financing, and the Bankruptcy Courts
confirmation of the plan of reorganization; the ability of the Company to operate under the terms
of the new DIP facility; sufficient cash availability for the Company to meet its working capital
needs; the Companys ability to negotiate a new collective bargaining agreement with its employees
in the U.S. represented by the U.S. Teamsters; labor disputes involving the Company and its
employees; risks associated with third parties seeking and obtaining court approval to modify or
terminate the automatic stay, appoint a Chapter 11 trustee or to convert the cases to Chapter
7cases; the Companys ability to maintain contracts that are critical to its operations; and the
ability of the Company to retain key executives and employees.
In addition the Company faces a number of risks with respect to its continuing business
operations, including, but not limited to: the highly competitive nature of the automotive
distribution industry;
dependence on the automotive industry and ongoing initiatives of customers to reduce costs;
loss or reduction of revenues generated by the Companys major customers or the loss of any such
customers; the
variability of OEM production and seasonality of the automotive distribution
industry; the Companys highly leveraged financial position; the Companys ability to obtain
financing in the future; the Companys ability to fund future capital requirements; increased
costs, capital expenditure requirements and other consequences of the Companys aging fleet of Rigs
as well as Rig purchasing cycles; dependence on key personnel; and the availability of qualified
drivers.
Additional information concerning the risks and uncertainties that could cause differences
between actual results and forward-looking statements is included in Allieds Securities and
Exchange Act filings, including its Form 10-Q for the quarter ended September 30, 2006. Allied
cautions readers not to place undue reliance on the forward-looking statements and Allied also
disclaims any obligation to update or review forward-looking statements, except as may be required
by law.
The statements set forth in this Current Report on Form 8-K are not a solicitation of votes
for or against the joint plan of reorganization. The solicitation of any votes for or against the
joint plan of reorganization will be made only through a disclosure statement approved by the
Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.
The information furnished in this Current Report on Form 8-K shall not be deemed incorporated
by reference into any other filing with the Securities and Exchange Commission.
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.
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ALLIED HOLDINGS, INC.
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Dated: March 19, 2007 |
By: |
/s/ Thomas H. King
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Name: |
Thomas H. King |
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Title: |
Executive Vice President and Chief
Financial Officer |
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