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) July 5, 2005
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
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 July 5, 2005, Allied Holdings, Inc. (the "Company") entered into an
amendment (the "Sixth 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 Sixth Amendment has an effective date of July 5, 2005, except the
waiver of a financial covenant contained in the Sixth Amendment was effective as
of May 31, 2005. The Sixth Amendment makes the following changes in the
financial covenants in the Credit Facility.
The Sixth Amendment reduces the Company's financial covenant within
respect to minimum consolidated earnings before interest, taxes, deprecation and
amortization, as defined in the Credit Facility, that must be maintained by the
Company for twelve consecutive months ending on May 31, 2005. For all 12 month
periods ending after May 31, 2005, this covenant returns to the requirements set
forth in the Credit Facility.
The Sixth Amendment also 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 July 5, 2005, and ending July
11, 2005, approximately $19.6 million. In addition, for the period July 5, 2005
through July 11, 2005, the Letters of Credit Obligations may not exceed
approximately $43.7 million. Subsequent to July 11, 2005, the Company will be
subject to the debt limitations set forth in the Credit Facility prior to the
Sixth Amendment.
In addition, the Sixth 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 July 11, 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 July 11, 2005, the Company will be subject to the debt incurrence
ratio as set forth in the Credit Facility prior to the Sixth Amendment.
The Sixth 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
Sixth Amendment.
As a result of the Sixth Amendment, the Company believes that it was in
compliance with the covenants under the Credit Facility as of July 5, 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 June 30, 2005 by no later than July 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 Sixth Amendment, the Company has agreed
to pay additional interest of 3% on all outstanding obligations under the Credit
Facility for the period commencing July 5, 2005 and ending on the earlier of
July 11, 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 Sixth Amendment announcing the execution of the Sixth
Amendment is filed herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.3(f) Sixth Amendment dated July 5, 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: July 7, 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(f) Sixth Amendment dated July 5, 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