-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GHKrmIqMJ9Xif9mAorYyE9v2IQldzTj5XHsDBUhUr7jhmGa10qvi9Lsq461ot8do jr5pPl+xm7wisGR466os7w== 0000906344-07-000414.txt : 20070614 0000906344-07-000414.hdr.sgml : 20070614 20070614163032 ACCESSION NUMBER: 0000906344-07-000414 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070614 DATE AS OF CHANGE: 20070614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED SYSTEMS HOLDINGS INC CENTRAL INDEX KEY: 0000909950 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 580360550 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49391 FILM NUMBER: 07920300 BUSINESS ADDRESS: STREET 1: 160 CLAIREMONT AVE STREET 2: STE 200 CITY: DECATUR STATE: GA ZIP: 30030 BUSINESS PHONE: 4043701100 MAIL ADDRESS: STREET 1: 160 CLAIREMONT AVENUE SUITE 200 CITY: DECATUR STATE: GA ZIP: 30030 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED HOLDINGS INC DATE OF NAME CHANGE: 19930729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARCUS JONATHAN ANTHONY CENTRAL INDEX KEY: 0001403158 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 415.229.9000 MAIL ADDRESS: STREET 1: 100 PINE STREET, SUITE 2700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 alsys13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Allied Systems Holdings, Inc. ----------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 01953P109 -------------- (CUSIP Number) May 29, 2007 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP 01953P109 SCHEDULE 13G Page 2 of 10 1. Names of Reporting Persons. CYPRESS MANAGEMENT ADVISORS, LLC I.R.S. Identification Nos. of above persons (entities only). 20-2769387 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization DELAWARE Number of 5. Sole Voting Power 616,006 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 616,006 Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 616,006 12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (9) 8.5% 14. Type of Reporting Person (See Instructions) IA CUSIP 01953P109 SCHEDULE 13G Page 3 of 10 1. Names of Reporting Persons. CYPRESS MANAGEMENT MASTER, L.P. I.R.S. Identification Nos. of above persons (entities only). 94-3316380 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Number of 5. Sole Voting Power 551,190 Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 551,190 Person With 8. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 551,190 12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (9) 7.6% 14. Type of Reporting Person (See Instructions) PN CUSIP 01953P109 SCHEDULE 13G Page 4 of 10 1. Names of Reporting Persons. RICHARD EDWARD DIRICKSON I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization UNITED STATES Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 616,006 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 616,006 11. Aggregate Amount Beneficially Owned by Each Reporting Person 616,006 12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (9) 8.5% 14. Type of Reporting Person (See Instructions) IN/HC CUSIP 01953P109 SCHEDULE 13G Page 5 of 10 1. Names of Reporting Persons. JONATHAN A. MARCUS I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization UNITED STATES Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 616,006 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 616,006 11. Aggregate Amount Beneficially Owned by Each Reporting Person 616,006 12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (9) 8.5% 14. Type of Reporting Person (See Instructions) IN/HC CUSIP 01953P109 SCHEDULE 13G Page 6 of 10 Item 1. (a) Name of Issuer: Allied Systems Holdings, Inc. (b) Address of Issuer's Principal Executive Office: 160 Clairemont Avenue, Suite 510 Decatur, GA 30030 Item 2. (a) Names of Persons Filing Cypress Management Advisors, LLC ("Cypress Advisors") Cypress Management Master, L.P. ("Cypress Master") Richard E. Dirickson ("Dirickson") Jonathan Anthony Marcus ("Marcus") (b) Address of Principal Business The business address of each Office or, if none, Residence: reporting person is 100 Pine Street, Suite 2700, San Francisco, CA 94111. (c) Citizenship Reference is made to Item 4 of pages 2, 3, 4 and 5 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein. (d) Title of Class of Securities Common Stock, $0.01 Par Value Per Share (e) CUSIP Number 01953P109 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [X] (e) An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); [X] (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); CUSIP 01953P109 SCHEDULE 13G Page 7 of 10 [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Reference is hereby made to Items 5-9 and 11 of pages 2, 3, 4, and 5 of this Schedule, which Items are incorporated by reference herein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Cypress Advisors, Cypress Master, Dirickson or Marcus (collectively, the "Reporting Persons") is, for any purpose, the beneficial owner of any the securities to which this Schedule relates (the "Securities"), and each of the Reporting Persons disclaims beneficial ownership as to the Securities, except to the extent of their respective pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The Reporting Persons have calculated their beneficial ownership percentages reported herein in reliance upon estimates provided by the Issuer of 7,217,517 outstanding shares of Common Stock. The Issuer's estimates have not been separately reported on any annual, quarterly or current report filed by the Issuer with the Securities and Exchange Commission (the "Commission") on Form 10-K, 10-Q or 8-K, and may be inaccurate. As reported in the Issuer's Form 8-K filed with the Commission on June 4, 2007, up to 10,000,000 shares of the Issuer's Common Stock may be distributed to certain classes of claim holders in connection with the Issuer's plan of reorganization described therein (the "Plan of Reorganization"). The number of outstanding shares and the Reporting Persons' respective beneficial ownership percentages may change as claims are resolved and additional shares are issued to claimants under the Plan of Reorganization. CUSIP 01953P109 SCHEDULE 13G Page 8 of 10 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. Cypress Advisors is filing this Schedule because, as investment manager for certain accounts in which the Securities are held, Cypress Advisors has been granted the authority to dispose of and vote those Securities. Each entity that owns an account has the right to receive or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Securities held in the account. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP 01953P109 SCHEDULE 13G Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 13, 2007 CYPRESS MANAGEMENT ADVISORS, LLC By: /s/ Richard E. Dirickson ---------------------------------------- Richard E. Dirickson Its: Managing Member RICHARD E. DIRICKSON /s/ Richard E. Dirickson -------------------------------------------- Richard E. Dirickson JONATHAN A. MARCUS /s/ Jonathan A. Marcus -------------------------------------------- Jonathan A. Marcus By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 13, 2007 CYPRESS MANAGEMENT MASTER, L.P. By: Cypress Management Advisors, LLC, its General Partner By: /s/ Richard E. Dirickson ---------------------------------------- Richard E. Dirickson Its: Managing Member EXHIBITS LIST Exhibit A Joint Filing Undertaking Page 10 CUSIP 01953P109 SCHEDULE 13G Page 10 of 10 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: June 13, 2007 CYPRESS MANAGEMENT ADVISORS, LLC By: /s/ Richard E. Dirickson ---------------------------------------- Richard E. Dirickson Its: Managing Member CYPRESS MANAGEMENT MASTER, L.P. By: Cypress Management Advisors, LLC, its General Partner By: /s/ Richard E. Dirickson ---------------------------------------- Richard E. Dirickson Its: Managing Member RICHARD E. DIRICKSON /s/ Richard E. Dirickson -------------------------------------------- Richard E. Dirickson JONATHAN A. MARCUS /s/ Jonathan A. Marcus -------------------------------------------- Jonathan A. Marcus -----END PRIVACY-ENHANCED MESSAGE-----