10-K/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended December 31, 2001.
o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22276

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

Georgia
(State or other jurisdiction of
incorporation or organization) 58-0360550
(I.R.S. Employer ID Number)

160 Clairemont Avenue, Suite 200, Decatur, Georgia 30030
(Address of principal executive office)

Registrant’s telephone number, including area code (404) 373-4285

Securities registered pursuant to Section 12(b) of the Act:

No par value Common Stock
(Title of Class) American Stock Exchange
(Name of Exchange on which Registered)

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

     As of May 31, 2002, Registrant had outstanding 8,322,982 shares of common stock. The aggregate market value of the common stock held by nonaffiliates of the Registrant, based upon the closing sales price of the common stock on May 31, 2002 as reported on the American Stock Exchange, was approximately $27,605,702.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the proxy statement for Registrant’s 2002 Annual Meeting of Shareholders held May 22, 2002 are incorporated by reference in Part III.

TABLE OF CONTENTS

EX-99.1 FINANCIAL STATEMENTS OF ANSA LOGISTICS LTD

     The Registrant hereby amends its Report on Form 10-K for the year ended December 31, 2001, as follows:

     Item 14 is amended to include financial statement for Ansa Logistics Limited, which are filed by amendment in accordance with Regulation S-X 3-09(b), and to include exhibits related to such financial statements.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	The following documents are filed as part of this report.
	(1)	Financial Statements.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Public Accountants		F-1
Consolidated Balance Sheets at December 31, 2001 and 2000		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999		F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2001, 2000 and 1999		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999		F-5
Notes to Consolidated Financial Statements		F-6

(2) Financial Statement Schedules.

INDEX TO FINANCIAL STATEMENT SCHEDULES

	Page
Report of Independent Public Accountants		S-1
Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2001, 2000 and 1999		S-2

(3)	Supplemental Financial Statement Schedules:
	Exhibit 99.1 contains the Financial Statements of Ansa Logistics Limited.
	All other schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

(b) Reports on Form 8-K

     (i) The Registrant filed a Form 8-K on November 30, 2001, attaching its press release in connection with the sale of its United Kingdom joint venture held by the Registrant’s subsidiary, Axis International, Inc., to AutoLogic Holdings plc. In addition, the Registrant announced that it had entered into Amendment No. 2 to its Amended and Restated Revolving Credit whereby the Registrant obtained (i) a consent to the sale of the United Kingdom joint venture and (ii) certain other amendments to the revolving credit agreement.

     (ii) The Registrant filed a Form 8-K on December 20, 2001, to announce that it had completed the sale of its interest in the United Kingdom joint venture held by the Registrant’s subsidiary, Axis International, Inc., to AutoLogic Holdings plc. The Agreement provided for the sale by the Registrant

of the following interests held by Axis International, Inc.: (i) 50% interest in Autocar Logistics Limited, a company registered in England and Wales, (ii) 50% interest in Ansa Logistics Limited, a company registered in England and Wales, and (iii) 32% interest in Vehicle Logistics Corporation BV, a company registered in the Netherlands.

     (c)  Exhibits.

     Arthur Andersen LLP has not consented to the incorporation by reference of their reports into the Company’s previously filed Registration Statement File Nos. 33-76108, 33-90892, 333-3020, 33-37113, 333-72053, 333-51102, 333-51104 and 333-62440, and, after reasonable efforts to obtain such written consent, we have not filed the consent pursuant to Rule 437(a) of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the incorporation of their report in such registration statements of the Company, persons who acquire the Common Stock of the Company covered by such registration statements will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

Exhibit Index filed as part of this report

Exhibit		Description
3.1	—	Amended and Restated Articles of Incorporation of the Company.(1)
3.2	—	Amended and Restated Bylaws of the Company.(2)
4.1	—	Specimen Common Stock Certificate.(1)
4.2	—	Indenture dated September 30, 1997 by and among the Company, the Guarantors and The First National Bank of Chicago, as Trustee.(3)
4.3	—	Credit Agreement among Allied Holdings, Inc., Allied Systems, Ltd., and Abelco Finance LLC, Foothill Capital Corporation dated February 25, 2002.(4)
10.1†	—	Form of the Company’s Employment Agreement with executive officers.(5)
10.2†	—	The Company’s Amended and Restated Long Term Incentive Plan.(2)
10.3†	—	The Company’s 401(k) Retirement Plan and Defined Benefit Pension Plan and Trust.(6)
10.5	—	Agreement between the Company and Ford Motor Company, as amended.(7)
10.6	—	Agreement between the Company and DaimlerChrysler Corporation.(2)
10.7	—	Agreement between the Company and General Motors Corporation.(7)
10.8	—	Acquisition Agreement among Allied Holdings, Inc., AH Acquisition Corp., Canadian Acquisition Corp., and Axis International Incorporated and Ryder System, Inc. dated August 20, 1997.(8)
10.9†	—	The Company’s 1999 Employee Stock Purchase Plan.(9)
10.10†	—	Employment Agreement between the Company and Hugh E. Sawyer.(10)
10.10(a)†	—	First Amendment to Employment Agreement between the Company and Hugh E. Sawyer.(11)
10.11†*	—	Severance Agreement between the Company and A. Mitchell Poole, Jr.
10.12*	—	Agreement between the Company and International Business Machines Corporation.
10.13†	—	Employment Agreement between the Company and Daniel H. Popky.(11)
10.13(a) †	—	First Amendment to Employment Agreement between the Company and Daniel H. Popky.(11)
10.14†	—	Employment Agreement between the Company and Thomas M. Duffy.(11)

Exhibit		Description
10.14(a) †	—	First Amendment to Employment Agreement between the Company and Thomas M. Duffy.(11)
10.15†	—	Employment Agreement between the Company and Robert J. Rutland.(11)
10.16†	—	Employment Agreement among Axis Group, Inc., Allied Holdings, Inc. and Jack Gross.(11)
21.1*	—	List of subsidiary corporations.
24.1*	—	Powers of Attorney (included within the signature pages of this Report)
99.1**	—	Financial Statements of Ansa Logistics Limited

(1)	Incorporated by reference from Registration Statement (File Number 33-66620) as filed with the Securities and Exchange Commission on July 28, 1993 and amended on September 2, 1993 and September 17, 1993 and deemed effective on September 29, 1993.
(2)	Incorporated by reference from Form 10-K filed with the Commission on April 16, 2001. Portions of Exhibit 10.6 are omitted pursuant to a request for confidential treatment granted by the Commission.
(3)	Incorporated by reference from Registration Statement (File Number 33-37113) as filed with the SEC on October 3, 1997.
(4)	Incorporated by reference from Form 8-K filed with the Commission on February 27, 2002.
(5)	Incorporated by reference from Form 10-K filed with the Commission on March 29, 2000.
(6)	Incorporated by reference from Registration Statement (File Number 33-76108) as filed with the SEC on March 4, 1994 and deemed effective on such date, and Annual Report on Form 10-K for the year ended December 31, 1993.
(7)	Incorporated by reference from Form 10-Q filed with the Commission on November 13, 2001. Portions of the agreement are omitted pursuant to a request for confidential treatment granted by the Commission.
(8)	Incorporated by reference from Form 8-K filed with the Commission on August 29, 1997. Portions of the agreement are omitted pursuant to a request for confidential treatment granted by the Commission.
(9)	Incorporated by reference from Registration Statement (File Number 333-72053) as filed with the SEC on February 9, 1999.
(10)	Incorporated by reference from Form 10-Q filed with the Commission on August 14, 2001.
(11)	Incorporated by reference from Form 10-Q filed with the Commission on May 15, 2002.
†	Management contract, compensatory plan or arrangement.
*	Previously filed with the Registrant’s Report on Form 10-K for the year ended December 31, 2001 filed with the Commission on March 27, 2002.
**	Filed herewith.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ALLIED HOLDINGS, INC.
Date: June 25, 2002
	By:	/s/ HUGH E. SAWYER Hugh E. Sawyer, President and Chief Executive Officer
Date: June 25, 2002	By:	/s/ DANIEL H. POPKY Daniel H. Popky, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

     Pursuant to the requirements of the 1933 Act, this amendment to this registration statement has been signed by the following persons in the capacities indicated below on this 25^th day of June, 2002.

Signature	Title
/s/ Robert J. Rutland* Robert J. Rutland	Chairman and Director
/s/ Guy W. Rutland, III* Guy W. Rutland, III	Chairman Emeritus and Director
/s/ Hugh E. Sawyer* Hugh E. Sawyer	President, Chief Executive Officer and Director
/s/ Guy W. Rutland, IV* Guy W. Rutland, IV	Director
/s/ David G. Bannister* David G. Bannister	Director
/s/ Robert R. Woodson* Robert R. Woodson	Director
/s/ William P. Benton* William P. Benton	Director

Signature	Title
/s/ Berner F. Wilson, Jr.* Berner F. Wilson, Jr.	Director
/s/ Thomas E. Boland* Thomas E. Boland	Director
/s/ J. Leland Strange* J. Leland Strange	Director

     •     Hugh E. Sawyer, by signing his name hereto, does hereby sign this document pursuant to Powers of Attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an Exhibit to Form 10-K, on behalf of such person, all in the capacities and on the dated stated, such persons including a majority of the directors of the Company.

By: /s/ HUGH E. SAWYER
Hugh E. Sawyer,
Attorney-in-fact

EXHIBIT INDEX

Exhibit		Description
3.1	—	Amended and Restated Articles of Incorporation of the Company.(1)
3.2	—	Amended and Restated Bylaws of the Company.(2)
4.1	—	Specimen Common Stock Certificate.(1)
4.2	—	Indenture dated September 30, 1997 by and among the Company, the Guarantors and The First National Bank of Chicago, as Trustee.(3)
4.3	—	Credit Agreement among Allied Holdings, Inc., Allied Systems, Ltd., and Abelco Finance LLC, Foothill Capital Corporation dated February 25, 2002.(4)
10.1†	—	Form of the Company’s Employment Agreement with executive officers.(5)
10.2†	—	The Company’s Amended and Restated Long Term Incentive Plan.(2)
10.3†	—	The Company’s 401(k) Retirement Plan and Defined Benefit Pension Plan and Trust.(6)
10.5	—	Agreement between the Company and Ford Motor Company, as amended.(7)
10.6	—	Agreement between the Company and DaimlerChrysler Corporation.(2)
10.7	—	Agreement between the Company and General Motors Corporation.(7)
10.8	—	Acquisition Agreement among Allied Holdings, Inc., AH Acquisition Corp., Canadian Acquisition Corp., and Axis International Incorporated and Ryder System, Inc. dated August 20, 1997.(8)
10.9†	—	The Company’s 1999 Employee Stock Purchase Plan.(9)
10.10†	—	Employment Agreement between the Company and Hugh E. Sawyer.(10)
10.10(a)†	—	First Amendment to Employment Agreement between the Company and Hugh E. Sawyer.(11)
10.11†*	—	Severance Agreement between the Company and A. Mitchell Poole, Jr.
10.12*	—	Agreement between the Company and International Business Machines Corporation.
10.13†	—	Employment Agreement between the Company and Daniel H. Popky.(11)
10.13(a) †	—	First Amendment to Employment Agreement between the Company and Daniel H. Popky.(11)
10.14†	—	Employment Agreement between the Company and Thomas M. Duffy.(11)
10.14(a) †	—	First Amendment to Employment Agreement between the Company and Thomas M. Duffy.(11)
10.15†	—	Employment Agreement between the Company and Robert J. Rutland.(11)
10.16†	—	Employment Agreement among Axis Group, Inc., Allied Holdings, Inc. and Jack Gross.(11)
21.1*	—	List of subsidiary corporations.
24.1*	—	Powers of Attorney (included within the signature pages of this Report)
99.1**	—	Financial Statements of Ansa Logistics Limited

(1)	Incorporated by reference from Registration Statement (File Number 33-66620) as filed with the Securities and Exchange Commission on July 28, 1993 and amended on September 2, 1993 and September 17, 1993 and deemed effective on September 29, 1993.
(2)	Incorporated by reference from Form 10-K filed with the Commission on April 16, 2001. Portions of Exhibit 10.6 are omitted pursuant to a request for confidential treatment granted by the Commission.

(3)	Incorporated by reference from Registration Statement (File Number 33-37113) as filed with the SEC on October 3, 1997.
(4)	Incorporated by reference from Form 8-K filed with the Commission on February 27, 2002.
(5)	Incorporated by reference from Form 10-K filed with the Commission on March 29, 2000.
(6)	Incorporated by reference from Registration Statement (File Number 33-76108) as filed with the SEC on March 4, 1994 and deemed effective on such date, and Annual Report on Form 10-K for the year ended December 31, 1993.
(7)	Incorporated by reference from Form 10-Q filed with the Commission on November 13, 2001. Portions of the agreement are omitted pursuant to a request for confidential treatment granted by the Commission.
(8)	Incorporated by reference from Form 8-K filed with the Commission on August 29, 1997. Portions of the agreement are omitted pursuant to a request for confidential treatment granted by the Commission.
(9)	Incorporated by reference from Registration Statement (File Number 333-72053) as filed with the SEC on February 9, 1999.
(10)	Incorporated by reference from Form 10-Q filed with the Commission on August 14, 2001.
(11)	Incorporated by reference from Form 10-Q filed with the Commission on May 15, 2002.
†	Management contract, compensatory plan or arrangement.
*	Previously filed with the Registrant’s Report on Form 10-K for the year ended December 31, 2001 filed with the Commission on March 27, 2002.
**	Filed herewith.

EX-99.1 3 g76988aexv99w1.txt EX-99.1 FINANCIAL STATEMENTS OF ANSA LOGISTICS LTD EXHIBIT 99.1 ANSA LOGISTICS LIMITED REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2001 REGISTERED NO: 3715126 ANSA LOGISTICS LIMITED

Pages Independent auditors' report 1 Profit and loss account 2 Balance sheet 3 Cash flow statement 4 - 5 Notes to the financial statements 6 - 24

ANSA LOGISTICS LIMITED 1 REPORT OF INDEPENDENT ACCOUNTANTS TO THE MEMBERS OF ANSA LOGISTICS LIMITED To the Board of Directors and shareholder of Ansa Logistics Limited We have audited the accompanying balance sheet of Ansa Logistics Limited as of 31 December 2001 and 2000, and the related profit and loss account and statement of cash flows for the years ended 31 December 2001 and 2000, and for the 10 months ended 31 December 1999, all expressed in pounds sterling and prepared on the basis set forth in Note 1 to the financial statements. As described in Note 29, these financial statements are the responsibility of the company's directors. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits both in accordance with Auditing Standards issued by the Auditing Practices Board and with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the company at 31 December 2001 and 2000, and the results of its operations and its cash flows for the year ended 31 December 2001, 2000 and the 10 months ended 31 December 1999, all expressed in pounds sterling and in conformity with accounting principles generally accepted in the United Kingdom. Accounting principles generally accepted in the United Kingdom differ in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income and shareholders' equity to the extent summarised in Note 28 to the financial statements. /s/ PRICEWATERHOUSECOOPERS - -------------------------- PRICEWATERHOUSECOOPERS Chartered Accountants Bristol 27 June 2002 ANSA LOGISTICS LIMITED 2 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2001

Notes YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 TURNOVER - CONTINUING OPERATIONS 2 67,943 69,722 53,669 Cost of sales (51,111) (49,604) (38,163) -------- -------- -------- GROSS PROFIT - CONTINUING OPERATIONS 16,832 20,118 15,506 Administrative expenses (11,926) (14,827) (11,945) -------- -------- -------- OPERATING PROFIT - CONTINUING OPERATIONS 4,906 5,291 3,561 Interest payable and similar charges 5 (61) (96) (107) Interest receivable and similar income 6 221 102 73 -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 7 5,066 5,297 3,527 Tax on profit on ordinary activities 8 (1,662) (2,010) (1,442) -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 3,404 3,287 2,085 Dividends 9 (7,000) -- -- -------- -------- -------- (LOSS)/RETAINED PROFIT FOR THE FINANCIAL YEAR 19 (3,596) 3,287 2,085 ======== ======== ========

The company has no recognised gains and losses other than the profit above and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the profit on ordinary activities before taxation and the retained profit for the financial period, and their historical cost equivalents. ANSA LOGISTICS LIMITED 3 BALANCE SHEET AT 31 DECEMBER 2001

Notes 31 DECEMBER 31 December 2001 2000 (POUND)'000 (pound)'000 TANGIBLE FIXED ASSETS 10 2,881 2,831 -------- -------- CURRENT ASSETS Stocks 12 230 229 Debtors 13 17,135 21,779 Cash at bank and in hand 2,279 602 -------- -------- 19,644 22,610 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 14 (20,584) (19,348) -------- -------- NET CURRENT (LIABILITIES)/ASSETS (940) 3,262 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 1,941 6,093 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 15 -- (600) PROVISIONS FOR LIABILITIES AND CHARGES 16 (165) (121) -------- -------- NET ASSETS 1,776 5,372 ======== ======== CAPITAL AND RESERVES Called up share capital ((pound)2) (2000:(pound)1) 18 -- -- Profit and loss account 19 1,776 5,372 -------- -------- EQUITY SHAREHOLDERS' FUNDS 20 1,776 5,372 ======== ========

The financial statements on pages 6 to 24 were approved by the board of directors on 27 June 2002 and were signed on its behalf by: J MERRY Director ANSA LOGISTICS LIMITED 4 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2001

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 NET CASH INFLOW FROM CONTINUING OPERATING ACTIVITIES (reconciliation to operating profit on page 5) 11,400 6,881 1,984 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 221 102 73 Interest paid (61) (96) (107) -------- -------- -------- 160 6 (34) TAXATION Taxation paid (2,320) (1,873) (364) CAPITAL EXPENDITURE Purchase of tangible fixed assets (595) (146) (5,901) Sale of tangible fixed assets 32 49 -- -------- -------- -------- (563) (97) (5,901) EQUITY DIVIDENDS PAID (7,000) -- -- -------- -------- -------- CASH FLOW BEFORE FINANCING 1,677 4,917 (4,315) FINANCING Issue of ordinary shares (1999:(pound)1) -- -- -- -------- -------- -------- INCREASE/(DECREASE) IN CASH IN THE PERIOD 1,677 4,917 (4,315) ======== ======== ========

ANSA LOGISTICS LIMITED 5 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES

YEAR ENDED YEAR ENDED 10 months 31 DECEMBER 31 DECEMBER ended 2001 2000 31 December 1999 (POUND)'000 (POUND)'000 (pound)'000 CONTINUING OPERATING ACTIVITIES Operating profit 4,906 5,291 3,561 Depreciation on tangible fixed assets 537 1,746 1,421 Profit on disposal of fixed assets (24) -- -- (Increase)/decrease/(increase) in stocks (1) 168 (397) (Increase)/decrease in debtors 4,644 (8,566) (13,213) Increase in creditors 1,294 8,549 10,184 Increase/ (decrease)/increase in provisions for 44 (307) 428 liabilities and charges -------- -------- -------- NET CASH INFLOW FROM CONTINUING OPERATING ACTIVITIES 11,400 6,881 1,984 ======== ======== ========

ANSA LOGISTICS LIMITED 6 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2001 1 ACCOUNTING POLICIES These financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. A summary of the more important accounting policies, which have been consistently applied are set out below. NEW ACCOUNTING STANDARDS The financial statements comply, to the extent detailed below, with the new Financial Reporting Standards issued by the UK Accounting Standards Board. FRS 17 - RETIREMENT BENEFITS This standard replaces these of actuarial values for assets in a pension scheme in favour of a market based approach. In order to cope with volatility inherent in this measurement basis, the standard requires that the profit and loss account shows the relatively stable ongoing service cost, interest cost and expected rate of return on assets. Fluctuations in market values are reflected in the statement of total gains and losses. In accordance with the transitional arrangements contained within FRS 17, disclosures in respect of the closing balance sheet only (without comparatives for the prior period) have been made. FRS 18 - ACCOUNTING POLICIES The company complies with this standard, which deals with the selection, application and disclosure of accounting policies in the financial statements. The adoption of this standard has not resulted in the change of any accounting policy. TURNOVER Turnover, which excludes value added tax and trade discounts, represents the value of services supplied. Turnover is recognised when services have been completed. TANGIBLE FIXED ASSETS Land and buildings are stated at cost. Other tangible fixed assets are stated at their purchase price, together with any incidental expenses of acquisition. Depreciation is calculated so as to write off the cost of tangible fixed assets, less their estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned. The principal lives used for this purpose are: Motor vehicles 4 - 8 years Plant and machinery 5 years Leasehold land and buildings shorter of lease term and useful economic life Computer equipment 3 years ANSA LOGISTICS LIMITED 7 INVESTMENTS Investments are stated at the lower of cost and net realisable value. STOCKS AND WORK IN PROGRESS Stocks and work in progress are stated at the lower of cost and net realisable value. In general, cost is determined on a first in first out basis. Net realisable value is the price at which stocks can be sold in the normal course of business. Provision is made where necessary for obsolete, slow moving and defective stocks. DEFERRED TAXATION Provision is made for deferred taxation, using the liability method, on all material timing differences to the extent that it is probable that a liability or asset will crystallise. PENSION ARRANGEMENTS The company operates a defined benefit scheme. The fund is valued every three years by a professionally qualified actuary, the rates of contribution being determined by the actuary. The cost of providing benefits under this scheme is charged to the profit and loss account so as to spread the cost of retirement benefits over the period during which the employer derives benefits from the employee's services. The company provides no other post retirement benefits to its employees. OPERATING LEASES Costs in respect of operating leases are charged on a straight-line basis over the lease term. 2 TURNOVER The whole of the turnover arises in the United Kingdom and relates to the transport of motor vehicles. Turnover consists of the amount of goods and services supplied during the year, net of value added tax. 3 DIRECTORS' EMOLUMENTS

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 Aggregate emoluments 0 30 80 -- ======== ======== ========

ANSA LOGISTICS LIMITED 8 3 DIRECTORS' EMOLUMENTS (CONTINUED) The directors are employed by AutoLogic Holdings plc and Axis International Inc (see note 27), and are remunerated by those companies in respect of their services for the respective groups. Their emoluments are dealt with in the accounts of AutoLogic Holdings plc and Axis International Inc. 4 EMPLOYEE INFORMATION The average monthly number of persons (including executive directors) employed during the period was:

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 NUMBER Number Number Drivers 225 250 265 Hourly paid 217 266 298 Staff 92 94 100 ----- ----- ----- 534 610 663 ===== ===== =====

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 STAFF COSTS Wages and salaries 22,940 25,986 19,296 Social security costs 2,087 2,441 1,823 Other pension costs (see note 17) 1,900 2,108 1,403 -------- -------- -------- 26,927 30,535 22,522 ======== ======== ========

5 INTEREST PAYABLE AND SIMILAR CHARGES

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 Interest payable on bank loans and overdrafts 13 65 83 Interest payable on loan from related undertakings 27 -- 3 Other interest 21 31 21 ----- ----- ----- 61 96 107 ===== ===== =====

ANSA LOGISTICS LIMITED 9 6 INTEREST RECEIVABLE AND SIMILAR INCOME

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 Interest on loans to related undertakings -- 102 62 Interest on bank deposits 221 -- 11 ------ ------ ----- 221 102 73 ====== ====== =====

7 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION IS STATED AFTER CHARGING: Depreciation of tangible fixed assets 537 1,746 1,421 Auditors' remuneration - for audit services 16 16 30 - for non-audit services 10 11 31 Hire of plant and machinery under operating leases 2,943 2,043 111 Hire of other assets under operating leases 1,344 1,284 884 ======== ======== ========

8 TAX ON PROFIT ON ORDINARY ACTIVITIES

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 UNITED KINGDOM CORPORATION TAX CHARGE AT 30% (2000: 30%): Current period 1,662 2,010 1,442 ======== ======== ========

ANSA LOGISTICS LIMITED 10 9 DIVIDENDS

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 (POUND)'000 (pound)'000 (pound)'000 Equity - Ordinary Paid: (pound)3.5m per (pound)1 share 7,000 -- -- ======== ======== ========

10 TANGIBLE FIXED ASSETS

Land and Plant & Computer Motor buildings machinery equipment vehicles Total (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 COST At 1 January 2001 2,774 425 51 2,713 5,963 Additions -- 101 1 493 595 Disposals -- -- -- (134) (134) ------- ------- ------- ------- ------- AT 31 DECEMBER 2001 2,774 526 52 3,072 6,424 ======= ======= ======= ======= ======= ACCUMULATED DEPRECIATION At 1 January 2001 (790) (138) (19) (2,185) (3,132) Charge for year (70) (91) (17) (359) (537) Disposals -- -- -- 126 126 ------- ------- ------- ------- ------- AT 31 DECEMBER 2001 (860) (229) (36) (2,418) (3,543) ======= ======= ======= ======= ======= NET BOOK VALUE AT 31 DECEMBER 2001 1,914 297 16 654 2,881 ======= ======= ======= ======= ======= Net book value At 31 December 2000 1,984 287 32 528 2,831 ======= ======= ======= ======= =======

ANSA LOGISTICS LIMITED 11 10 TANGIBLE FIXED ASSETS (CONTINUED) The net book value of land and buildings comprises

2001 2000 (POUND)'000 (pound)'000 Freehold 425 425 Long Leasehold 1,186 1,203 Short leasehold 303 356 ------ ------ 1,914 1,984 ====== ======

11 INVESTMENTS IN SUBSIDIARIES

Name of company Description of shares held % shareholding Nature of business - -------------------------------------------------------------------------------------------- Corkdean Limited Ordinary (pound)1 100% Non-trading company

The investment in Corkdean Limited is disclosed as a 100% subsidiary due to the substance of the agreement in place to acquire all of the shares of that company, through a series of share purchase options. The results of Corkdean Limited have not been consolidated within the financial statements as in the directors' opinion, the results for the year and the net assets of the company are not material to Ansa Logistics Limited. 12 STOCKS

2001 2000 (POUND)'000 (pound)'000 Parts, protective clothing and consumables 113 88 Fuel and oil 117 141 ----- ----- 230 229 ===== =====

ANSA LOGISTICS LIMITED 12 13 DEBTORS

2001 2000 (POUND)'000 (pound)'000 AMOUNTS FALLING DUE WITHIN ONE YEAR Trade debtors 119 224 Amounts owed by group undertakings 11,807 15,676 Other debtors 3,376 3,727 Prepayments and accrued income 1,833 2,152 -------- -------- 17,135 21,779 ======== ========

14 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2001 2000 (POUND)'000 (pound)'000 Trade creditors 2,150 2,108 Amounts owed to group undertakings 8,197 4,917 Other creditors 619 672 Corporation tax 557 1,216 Other taxation and social security payable 1,515 1,375 Accruals and deferred income 7,546 9,060 -------- -------- 20,584 19,348 ======== ========

15 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2001 2000 (POUND)'000 (pound)'000 Other creditors -- 600 ----- ----- -- 600 ===== =====

ANSA LOGISTICS LIMITED 13 16 PROVISIONS FOR LIABILITIES AND CHARGES

TRANSPORTER DILAPIDATION PROVISION PROVISION (POUND)'000 (POUND)'000 AT 31 DECEMBER 2000 46 75 -------- -------- Transfers (to)/from the profit and loss account (36) 80 -------- -------- AT 31 DECEMBER 2001 10 155 ======== ========

The dilapidation provision relates to the estimated costs of restoring assets held under operating leases to a condition stipulated within the terms of the lease. The transporter provision relates to the estimated costs of repairing the vehicles upon return to the hirer. In the year to 31 December 2000, (pound)202,000 was transferred to the Profit and Loss account and (pound)105,000 was utilised on the dilapidations provision. In the 10 months to 31 December 1999, (pound)428,000 was transferred from the Profit and Loss account to the dilapidations provision. DEFERRED TAXATION The potential deferred tax asset, none of which has been recognised in the financial statements, is as follows:

2001 2000 (POUND)'000 (pound)'000 AMOUNTS Amounts UNPROVIDED Unprovided TAX EFFECTS OF TIMING DIFFERENCES BECAUSE OF: Excess of tax allowances over depreciation 314 397 Other short term timing differences 117 29 ======== -------- 431 426 ======== ========

17 PENSION COMMITMENTS The company participates in a final salary pension scheme, the assets of which are held separately from those of the company in an independently administered fund. This scheme has been in operation since October 1999 and will be subject to a full actuarial valuation at October 2002. Total contributions payable for the year-ended 31 December 2001 amounted to (pound)1,900,000 (2000: (pound)2,108,000). Contributions of (pound)106,000 (2000: (pound)53,000) were due to the scheme at 31 December 2001. ANSA LOGISTICS LIMITED 14 17 PENSION COMMITMENTS (CONTINUED) The valuation has been performed by the actuary, Barnett Waddingham, as at 31 December 2001 to take account of the requirements of FRS 17. Scheme assets are stated at their market value at 31 December 2001. The financial assumptions used to calculate scheme liabilities under FRS 17 are:

Valuation method Projected unit Discount rate 5.8% Inflation rate 2.6% Increase to deferred benefits 2.6% LPI increases to pensions in payment 2.6% Salary increases 3.6%

The assets in the scheme and the expected rate of return were:

LONG-TERM RATE OF VALUE AT RETURN EXPECTED AT 31 DECEMBER 31 DECEMBER 2001 2001 (POUND)'000 Equities 7.8% 5,639 Other 4.0% 17 ---- ------- Total market value of assets 5,656 Present value of scheme liabilities (7,416) Deficit in the scheme ------- (1,760) Related deferred tax assets 528 ------- Net pension liability (1,232) ======= NET ASSETS Net assets excluding pension deficit 1,776 Pension deficit (1,232) ------- Net assets including pension deficit 544 ======= RESERVES Profit and loss reserve excluding pension deficit 1,776 Pension deficit (1,232) ------- Profit and loss reserve including pension deficit 544 =======

ANSA LOGISTICS LIMITED 15 18 CALLED-UP SHARE CAPITAL

2001 2000 (POUND) (pound) AUTHORISED 100 Ordinary shares of (pound)1 each 100 100 -------- -------- 100 100 ======== ======== ISSUED, ALLOTTED & FULLY PAID UP 2 Ordinary shares of (pound)1 2 1 -------- -------- 2 1 ======== ========

During the year, one (pound)1 ordinary share was issued for cash consideration of (pound)1. 19 RESERVES

PROFIT AND LOSS ACCOUNT (POUND)'000 At 31 December 2000 5,372 Loss for the year (3,596) ------- At 31 December 2001 1,776 =======

20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2001 2000 (POUND)'000 (pound)'000 Opening shareholders' funds 5,372 2,085 Issue of share capital ((pound)1) (2000:(pound)nil) -- -- (Loss) / profit for the year (3,596) 3,287 -------- -------- Closing shareholders' funds 1,776 5,372 ======== ========

ANSA LOGISTICS LIMITED 16 21 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

(POUND)'000 Net debt at 1 January 2001 602 Increase in cash in the period 1,677 ------- Net funds at 31 December 2001 2,279 =======

22 ANALYSIS OF NET FUNDS/(DEBT)

At CASH AT 31 December FLOW 31 DECEMBER 2000 2001 2001 (pound)'000 (POUND)'000 (POUND)'000 Cash at bank and in hand 602 1,677 2,279 ----- ------ ------ TOTAL 602 1,677 2,279 ===== ====== ======

23 CONTINGENT LIABILITIES The company has given an unlimited multilateral cross company guarantee to its bankers in respect of Autocar Logistics Limited. Autocar Logistics Limited is owned by the same shareholders as Ansa Logistics Limited. The company is a participant in a banking arrangement under which all surplus cash balances are held as collateral for bank facilities advanced to Autocar Logistics Limited. In addition the company has issued an unlimited guarantee to the bank to support these facilities. ANSA LOGISTICS LIMITED 17 24 FINANCIAL COMMITMENTS At 31 December 2001 the company has annual commitments under non-cancellable operating leases expiring as follows:

MOTOR Motor LAND AND VEHICLES AND Land and Vehicles and BUILDINGS TRAILERS Buildings Trailers 2001 2001 2000 2000 (POUND)'000 (POUND)'000 (pound)'000 (pound)'000 Expiring within one year -- 83 -- 79 Expiring between two to five years 899 1,404 899 1,400 Expiring after five years 84 1,353 84 737 ------- ------- ------- ------- 983 2,840 983 2,216 ======= ======= ======= =======

25 CAPITAL AND OTHER COMMITMENTS Capital expenditure that has been contracted for but has not been provided for in the financial statements is (pound)1.3m. 26 RELATED PARTY TRANSACTIONS (a) The company contracts with Autocar Logistics Limited, a subsidiary undertaking of AutoLogic Holdings plc. The company made sales of (pound)774,003,000 (ex vat) to Autocar Logistics Limited and made purchases of (pound)1,154,000 (ex vat) during the period. All of these transactions were at arms length and in the ordinary course of business. A net amount of (pound)6,036,000 was owing from Autocar Logistics Limited at the balance sheet date. (b) The company contracts with AutoLink Limited, a joint venture undertaking of AutoLogic Holdings plc and STVA. The company made purchases of (pound)39,000 (ex vat) from Autolink Limited and made sales of (pound)395,000 (ex vat) during the period. All of these transactions were at arms length and in the ordinary course of business. A net amount of (pound)125,000 was owing from Autolink Limited at the balance sheet date. (c) The company contracts with Walon Limited, a subsidiary of AutoLogic Holdings plc. The company made purchases of (pound)2,626,000 (ex vat) and sales of (pound)308,000 to Walon Limited. All of these transactions were at arms length and in the ordinary course of business. A net amount of (pound)1,115,000 was owing to Walon Limited at the balance sheet date. (d) The company contracts with Autotrax Limited, a subsidiary of AutoLogic Holdings plc. The company made purchases of (pound)283,000 (ex vat) during the period. All of these transactions were at arms length and in the ordinary course of business. A net amount of (pound)358,000 was owing to Autotrax Limited at the balance sheet date. ANSA LOGISTICS LIMITED 18 (e) The company contracts with Axial Logistics Limited. The company made purchases of (pound)1,304,000 (ex vat) during the period. All of these transactions were at arms length and in the ordinary course of business. A net amount of (pound)1,185,000 was owing to Autotrax Limited at the balance sheet date. 27 ULTIMATE AND IMMEDIATE PARENT COMPANIES Previous to 1 October 2001, AutoLogic Holdings plc and Allied Holdings Inc. each held 50% of the share capital of the company. On 1 October 2001, AutoLogic plc entered into an agreement with Allied Holdings Inc. to acquire its shareholding in the company. Under UK GAAP the company became a subsidiary of AutoLogic Holdings plc with effect from 1 October 2001 as control over the company had effectively passed to AutoLogic Holdings plc from that date. Under US GAAP, ownership did not pass to AutoLogic Holding plc until 10 December 2001, the date of legal completion, when shareholder approval was obtained by AutoLogic Holdings plc. As a result of this transaction, the directors regard AutoLogic Holdings plc as the ultimate holding company. ANSA LOGISTICS LIMITED 19 28 SUMMARY OF DIFFERENCES BETWEEN UK GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The company's financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP), which differs in certain significant respects from those generally accepted in the United States (US GAAP). These differences are set out below. (A) REVENUE RECOGNITION AND DEFERRAL OF START-UP COSTS Staff Accounting Bulletin No. 101 (SAB 101) Revenue Recognition in Financial Statements provides the views of the staff of the Securities and Exchange Commission on recognition of revenue. SAB 101 requires certain up-front fees to be recognised as revenue over the expected period of the customer relationship to which they relate. Under SAB 101 deferred costs are also charged to expense proportionally and over the same period that the associated deferred revenue is recognised as revenue. The cumulative effect of the change in accounting principle in adopting SAB 101 has been recorded in 2000. Under UK GAAP, these up-front fees were recognised as revenue upon receipt in 1999; the associated costs were recognised as expense in 1999. Pro forma US GAAP net income for 1999 would not have changed had SAB 101 been applied then. (B) PENSIONS Under UK GAAP, the expected cost of providing retirement benefits are charged to the profit and loss account over the periods benefiting from the employees' services. Variations from expected cost are similarly spread. Under US GAAP, pension costs and liabilities are calculated in accordance with Statement of Financial Accounting Standards No. 87, "Employer's Accounting for Pensions " (SFAS 87) which requires the use of a prescribed actuarial method and a set of measurement principles. (C) DEFERRED TAXES Under UK GAAP the company provides for deferred tax in respect of the tax attributable to timing differences only to the extent that such timing differences are expected to reverse in the foreseeable future. US GAAP requires recognition of all deferred tax assets and liabilities for temporary differences using enacted tax rates in effect at year end in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). A valuation allowance is posted to the extent that it is more likely than not that all or part of the deferred tax assets will not be realised. Deferred tax has also been calculated in respect of the US GAAP adjustments. (D) CURRENT ASSETS AND LIABILITIES Current assets under UK GAAP include amounts that fall due after more than one year. Under US GAAP, such assets would be reclassified as non-current assets. Provisions for liabilities and charges under UK GAAP include amounts due within one year that would be reclassified to current liabilities under US GAAP. At 31 December 2001 and ANSA LOGISTICS LIMITED 20 2000 the amounts of assets that would be classified as falling due more than one year were (pound)Nil and (pound)1,132,000 respectively. At 31 December 2001 and 2000 the amounts of liabilities that would be classified as falling due more than one year were also (pound)165,000 and (pound)1,253,000 respectively. (E) PURCHASE ACCOUNTING AND RECOGNITION OF INTANGIBLES On 10 December 2001, AutoLogic Holdings plc acquired from Allied Holdings Inc the 50% interest in Ansa Logistics Limited that it did not already own for total consideration of $20.56 million. Under UK GAAP, this transaction is not required to be reflected in the stand-alone accounts of the acquired company. Under US GAAP, this transaction has been accounted for as a step-acquisition using the purchase method of accounting in accordance with provisions of Statement of Financial Accounting Standard No. 141, "Business Combinations" ("SFAS 141"). The value of assets acquired and liabilities assumed have been based on a pro rata allocation of the fair values of the assets acquired and liabilities assumed at the date of acquisition and the historical financial statement carrying amounts and are required to be reflected in the company's stand-alone accounts. Goodwill, representing the excess of cost over the estimated fair value of net assets acquired, and identifiable intangibles assets, including customer contracts and customer relationships, were recorded at (pound)8,276,000 and (pound)9,551,000, respectively. Under US GAAP, goodwill arising on the acquisition is not being amortised, in accordance with the provisions of Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets". Identifiable intangible assets are being amortised over a period of between approximately two and four years. The results of operations and financial position pre- and post-acquisition are not comparable in certain respects due to significant differences between the cost bases of certain assets resulting from the acquisition. The effect of the application of US GAAP to net income and shareholders' equity is set out in the tables below. ANSA LOGISTICS LIMITED 21 RECONCILIATION OF NET INCOME UNDER UK GAAP TO US GAAP The reconciliation of net income for the year-ended 31 December 2001 has been separated into pre and post acquisition periods based on the effective date of acquisition under US GAAP. The pre-acquisition period is from 1 January 2001 to 10 December 2001 and the post acquisition period is from 11 December 2001 to 31 December 2001.

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 POST- PRE- ACQUISITION ACQUISITION (POUND)'000 (POUND)'000 (pound)'000 (pound)'000 Net income under UK GAAP 158 3,246 3,287 2,085 US GAAP adjustments: Up-front revenue recognition -- 609 647 -- Deferred start-up costs -- (609) (647) -- Pensions - application of SFAS 87 (46) (750) (766) (71) Deferred taxes - application of SFAS 109 2 39 148 278 Deferred tax on US GAAP adjustments 105 225 230 21 Amortisation (305) -- -- -- ------- ------- ------- ------- Income/ (loss) before cumulative effect of changes (86) 2,760 2,899 2,313 Cumulative effect of change in accounting principle for up-front revenue -- -- (2,426) Cumulative effect of change in accounting principle for deferred start-up costs -- -- 2,426 ------- ------- ------- ------- Net income/ (loss) under US GAAP (86) 2,760 2,899 2,313 ======= ======= ======= =======

ANSA LOGISTICS LIMITED 22 RECONCILIATION OF SHAREHOLDERS' EQUITY UNDER UK GAAP TO US GAAP

31 DECEMBER 31 December 2001 2000 (POUND)'000 (pound)'000 Shareholders' equity under UK GAAP 1,776 5,372 US GAAP adjustments: Deferred revenue -- (1,779) Deferred start up costs -- 1,779 Pensions - application of SFAS 87 (1,697) (837) Deferred taxes (1,817) 677 Goodwill 8,276 -- Intangibles 9,246 -- -------- -------- 15,784 5,212 ======== ========

CASH FLOW INFORMATION Under UK GAAP, the company complies with Financial Reporting Standard 1 (revised) "Cash Flow Statements" (FRS 1), the objective and principles of which are similar to those set out in Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows" (SFAS 95). The principal difference between the two standards is in respect of classification. Under UK GAAP, cash flows are presented separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure, financial investment, acquisition and disposals, equity dividends paid, management of liquid resources and financing. Under US GAAP, only three categories of cash flow activity are reported operating activities, investing activities and financing activities. Under UK GAAP cash paid or received for interest and income taxes is presented separately from operating activities and dividends paid are presented separately from financing activities. Under US GAAP cash flows from operating activities are based on net income, which includes interest and income taxes. Under UK GAAP, cash is defined as cash in hand and deposits repayable on demand. The US GAAP cash flow statement reports changes in cash and cash equivalents, which includes short-term highly liquid investments with an original maturity of three months or less but excludes bank overdrafts. The cash flow statement for the year-ended 31 December 2001 has been analysed between pre and post acquisition based on the effective date of acquisition under US GAAP. The pre-acquisition period is from 1 January 2001 to 10 December 2001 and the post acquisition period from 11 December 2001 to 31 December 2001. Under US GAAP presentation the following amounts would have been reported: ANSA LOGISTICS LIMITED 23 US GAAP CASH FLOW STATEMENT

YEAR ENDED Year ended 10 months 31 DECEMBER 31 December ended 2001 2000 31 December 1999 POST- PRE- ACQUISITION ACQUISITION (POUND)'000 (POUND)'000 (pound)'000 (pound)'000 Net cash provided by operating activities 428 8,812 5,014 1,586 Net cash used in investment activities (26) (537) (97) (5,901) Net cash provided by/ (used in) financing activities -- (7,000) (4,370) 4,370 ------- ------- ------- ------- Net increase in cash and cash equivalents 402 1,275 547 55 Cash and cash equivalents at beginning of period 1,877 602 55 -- ------- ------- ------- ------- Cash and cash equivalents at end of period 2,279 1,877 602 55 ======= ======= ======= =======

29 UNITED KINGDOM COMPANY LAW REQUIREMENTS (UNAUDITED) The directors are required by United Kingdom company law to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the company for that period. The directors confirm that suitable accounting policies have been use and applied consistently, and reasonable and prudent judgements and estimates have been made in the preparation of the financial statements for the year ended 31 December 2001. The directors also confirm the applicable accounting standards have been followed. The directors are responsible for keeping proper accounting records, for safeguarding the assets of the company and of the group and hence for taking responsible steps for the prevention and detection of fraud and other irregularities. 30 RECENT US GAAP ACCOUNTING PRONOUNCEMENTS SFAS 141 and SFAS 142 In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS 141 which supersedes APB Opinion No. 16, "Business Combinations." SFAS 141 requires that purchase method of accounting be used for business combinations initiated after 30 June 2001, and eliminates the pooling-of-interests method. In addition, SFAS 141 establishes specific criteria for the recognition of intangible assets separately from goodwill and requires unallocated negative goodwill to be written off immediately as an extraordinary gain. The provisions of this statement apply to all business combinations initiated after 30 June 2001, and applies to all business combinations accounted for using the purchase method for which the date of acquisition is 1 July 2001, or later. ANSA LOGISTICS LIMITED 24 30 RECENT US GAAP ACCOUNTING PRONOUNCEMENTS (CONTINUED) In June 2001, the FASB also issued SFAS 142, which is effective for fiscal years beginning after 15 December 2001. Certain provisions are also applicable to acquisitions initiated subsequent to 30 June 2001. SFAS 142 supersedes APB Opinion No. 17, "Intangible Assets," and requires, among other things, the discontinuance of amortisation related to goodwill and indefinite lived intangible assets. These assets will then be subject to an impairment test at least annually. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, and reclassification of certain intangibles out of previously reported goodwill. We have applied SFAS 141 and 142 to the goodwill and intangible assets acquired in the acquisition on 10 December 2001. We will be required to measure goodwill for impairment as part of the transition provisions of SFAS 142. Goodwill will be subject to an annual impairment test and will not be amortized under SFAS 142. Any impairment resulting from these transition tests will be recorded and recognized as the cumulative effect of a change in accounting principle. The Company has not yet determined what effect these impairment tests will have on the Company's earnings and financial position. SFAS 143 In August 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations," which is effective for fiscal years beginning after 15 June 2002. SFAS 143 requires, among other things, that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are then capitalized as part of the carrying amount of the long-lived asset. We will adopt SFAS 143 no later than 1 January 2003. The Company has not yet determined what effect this standard will have on the Company's earnings and financial position. SFAS 144 In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long Lived Assets," which is effective for fiscal years beginning after 15 December 2001. SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. We are required to adopt SFAS 144 from 1 January 2002. This accounting pronouncement is not expected to have a significant impact on our financial position or results of operations. SFAS 145 In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS 145 rescinds and amends certain previous standards related primarily to debt and leases. The provisions of SFAS 145 related to the rescission of SFAS 4 are effective for financial statements issued for fiscal years beginning after May 15, 2002 and will become effective for the Company on 1 January 2003. The provisions of SFAS 145 related to the rescission of SFAS 13 are effective for transactions occurring after May 15, 2002. All other provisions of SFAS 145 are effective for financial statements issued on or after May 15, 2002. This accounting pronouncement is not expected to have a significant impact on our financial position or results of operations. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1







         ANSA LOGISTICS LIMITED
         REPORT AND ACCOUNTS
         FOR THE YEAR ENDED 31 DECEMBER 2001

         REGISTERED NO: 3715126










ANSA LOGISTICS LIMITED



                                                                                 Pages
                                                                             
Independent auditors' report                                                         1

Profit and loss account                                                              2

Balance sheet                                                                        3

Cash flow statement                                                              4 - 5

Notes to the financial statements                                               6 - 24






ANSA LOGISTICS LIMITED                                                  1

REPORT OF INDEPENDENT ACCOUNTANTS TO THE MEMBERS OF ANSA LOGISTICS LIMITED

To the Board of Directors and shareholder of Ansa Logistics Limited

We have audited the accompanying balance sheet of Ansa Logistics Limited as of
31 December 2001 and 2000, and the related profit and loss account and statement
of cash flows for the years ended 31 December 2001 and 2000, and for the 10
months ended 31 December 1999, all expressed in pounds sterling and prepared on
the basis set forth in Note 1 to the financial statements. As described in Note
29, these financial statements are the responsibility of the company's
directors. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits both in accordance with Auditing Standards issued by the
Auditing Practices Board and with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the company at 31 December 2001
and 2000, and the results of its operations and its cash flows for the year
ended 31 December 2001, 2000 and the 10 months ended 31 December 1999, all
expressed in pounds sterling and in conformity with accounting principles
generally accepted in the United Kingdom.

Accounting principles generally accepted in the United Kingdom differ in certain
significant respects from accounting principles generally accepted in the United
States of America. The application of the latter would have affected the
determination of net income and shareholders' equity to the extent summarised in
Note 28 to the financial statements.


/s/ PRICEWATERHOUSECOOPERS
- --------------------------

PRICEWATERHOUSECOOPERS
Chartered Accountants
Bristol
27 June 2002



ANSA LOGISTICS LIMITED                                                  2


PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2001




                                                          Notes     YEAR ENDED      Year ended       10 months
                                                                    31 DECEMBER     31 December         ended
                                                                        2001            2000        31 December
                                                                                                        1999
                                                                    (POUND)'000     (pound)'000     (pound)'000
                                                                                        
TURNOVER - CONTINUING OPERATIONS                            2          67,943          69,722          53,669
Cost of sales                                                         (51,111)        (49,604)        (38,163)
                                                                     --------        --------        --------
GROSS PROFIT - CONTINUING OPERATIONS                                   16,832          20,118          15,506

Administrative expenses                                               (11,926)        (14,827)        (11,945)
                                                                     --------        --------        --------
OPERATING PROFIT - CONTINUING OPERATIONS                                4,906           5,291           3,561

Interest payable and similar charges                        5             (61)            (96)           (107)
Interest receivable and similar income                      6             221             102              73
                                                                     --------        --------        --------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION               7           5,066           5,297           3,527
Tax on profit on ordinary activities                        8          (1,662)         (2,010)         (1,442)
                                                                     --------        --------        --------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION                            3,404           3,287           2,085
Dividends                                                   9          (7,000)             --              --
                                                                     --------        --------        --------
(LOSS)/RETAINED PROFIT FOR THE FINANCIAL YEAR              19          (3,596)          3,287           2,085
                                                                     ========        ========        ========



The company has no recognised gains and losses other than the profit above and
therefore no separate statement of total recognised gains and losses has been
presented.

There is no difference between the profit on ordinary activities before taxation
and the retained profit for the financial period, and their historical cost
equivalents.



ANSA LOGISTICS LIMITED                                                  3


BALANCE SHEET
AT 31 DECEMBER 2001



                                                                  Notes       31 DECEMBER       31 December
                                                                                  2001              2000
                                                                              (POUND)'000       (pound)'000
                                                                                       
TANGIBLE FIXED ASSETS                                              10              2,881             2,831
                                                                                --------          --------
CURRENT ASSETS
Stocks                                                             12                230               229
Debtors                                                            13             17,135            21,779
Cash at bank and in hand                                                           2,279               602
                                                                                --------          --------
                                                                                  19,644            22,610
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR                                                    14            (20,584)          (19,348)
                                                                                --------          --------

NET CURRENT (LIABILITIES)/ASSETS                                                    (940)            3,262
                                                                                --------          --------
TOTAL ASSETS LESS CURRENT LIABILITIES                                              1,941             6,093

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR                                                           15                 --              (600)

PROVISIONS FOR LIABILITIES AND CHARGES                             16               (165)             (121)
                                                                                --------          --------
NET ASSETS                                                                         1,776             5,372
                                                                                ========          ========

CAPITAL AND RESERVES
Called up share capital ((pound)2) (2000:(pound)1)                 18                 --                --
Profit and loss account                                            19              1,776             5,372
                                                                                --------          --------

EQUITY SHAREHOLDERS' FUNDS                                         20              1,776             5,372
                                                                                ========          ========


The financial statements on pages 6 to 24 were approved by the board of
directors on 27 June 2002 and were signed on its behalf by:





J MERRY
Director



ANSA LOGISTICS LIMITED                                                  4


CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2001



                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 
NET CASH INFLOW FROM CONTINUING OPERATING
ACTIVITIES
(reconciliation to operating profit on page 5)                11,400            6,881          1,984

RETURNS ON INVESTMENTS AND SERVICING OF
FINANCE
Interest received                                                221              102             73
Interest paid                                                    (61)             (96)          (107)
                                                            --------         --------       --------
                                                                 160                6            (34)
TAXATION
Taxation paid                                                 (2,320)          (1,873)          (364)

CAPITAL EXPENDITURE
Purchase of tangible fixed assets                               (595)            (146)        (5,901)
Sale of tangible fixed assets                                     32               49             --
                                                            --------         --------       --------
                                                                (563)             (97)        (5,901)

EQUITY DIVIDENDS PAID                                         (7,000)              --             --
                                                            --------         --------       --------

CASH FLOW BEFORE FINANCING                                     1,677            4,917         (4,315)

FINANCING
Issue of ordinary shares (1999:(pound)1)                          --               --             --
                                                            --------         --------       --------
INCREASE/(DECREASE) IN CASH IN THE PERIOD                      1,677            4,917         (4,315)
                                                            ========         ========       ========




ANSA LOGISTICS LIMITED                                                  5



RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM
OPERATING ACTIVITIES



                                                          YEAR ENDED      YEAR ENDED       10 months
                                                          31 DECEMBER     31 DECEMBER         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (POUND)'000     (pound)'000
                                                                                 
CONTINUING OPERATING ACTIVITIES

Operating profit                                               4,906            5,291          3,561
Depreciation on tangible fixed assets                            537            1,746          1,421
Profit on disposal of fixed assets                               (24)              --             --
(Increase)/decrease/(increase) in stocks                          (1)             168           (397)
(Increase)/decrease in debtors                                 4,644           (8,566)       (13,213)
Increase in creditors                                          1,294            8,549         10,184
Increase/ (decrease)/increase in provisions for                   44             (307)           428
liabilities and charges
                                                            --------         --------       --------
NET CASH INFLOW FROM CONTINUING OPERATING
ACTIVITIES                                                    11,400            6,881          1,984
                                                            ========         ========       ========





ANSA LOGISTICS LIMITED                                                  6


NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2001

1        ACCOUNTING POLICIES

These financial statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards. A summary of
the more important accounting policies, which have been consistently applied are
set out below.

NEW ACCOUNTING STANDARDS

The financial statements comply, to the extent detailed below, with the new
Financial Reporting Standards issued by the UK Accounting Standards Board.

FRS 17 - RETIREMENT BENEFITS

This standard replaces these of actuarial values for assets in a pension scheme
in favour of a market based approach. In order to cope with volatility inherent
in this measurement basis, the standard requires that the profit and loss
account shows the relatively stable ongoing service cost, interest cost and
expected rate of return on assets. Fluctuations in market values are reflected
in the statement of total gains and losses. In accordance with the transitional
arrangements contained within FRS 17, disclosures in respect of the closing
balance sheet only (without comparatives for the prior period) have been made.

FRS 18 - ACCOUNTING POLICIES

The company complies with this standard, which deals with the selection,
application and disclosure of accounting policies in the financial statements.
The adoption of this standard has not resulted in the change of any accounting
policy.

TURNOVER

Turnover, which excludes value added tax and trade discounts, represents the
value of services supplied. Turnover is recognised when services have been
completed.

TANGIBLE FIXED ASSETS

Land and buildings are stated at cost. Other tangible fixed assets are stated at
their purchase price, together with any incidental expenses of acquisition.

Depreciation is calculated so as to write off the cost of tangible fixed assets,
less their estimated residual values, on a straight-line basis over the expected
useful economic lives of the assets concerned. The principal lives used for this
purpose are:

                                
         Motor vehicles                     4 - 8 years
         Plant and machinery                5 years
         Leasehold land and buildings       shorter of lease term and useful economic life
         Computer equipment                 3 years

         




ANSA LOGISTICS LIMITED                                                  7


INVESTMENTS

Investments are stated at the lower of cost and net realisable value.

STOCKS AND WORK IN PROGRESS

Stocks and work in progress are stated at the lower of cost and net realisable
value. In general, cost is determined on a first in first out basis. Net
realisable value is the price at which stocks can be sold in the normal course
of business. Provision is made where necessary for obsolete, slow moving and
defective stocks.

DEFERRED TAXATION

Provision is made for deferred taxation, using the liability method, on all
material timing differences to the extent that it is probable that a liability
or asset will crystallise.

PENSION ARRANGEMENTS

The company operates a defined benefit scheme. The fund is valued every three
years by a professionally qualified actuary, the rates of contribution being
determined by the actuary. The cost of providing benefits under this scheme is
charged to the profit and loss account so as to spread the cost of retirement
benefits over the period during which the employer derives benefits from the
employee's services.

The company provides no other post retirement benefits to its employees.

OPERATING LEASES

Costs in respect of operating leases are charged on a straight-line basis over
the lease term.

2        TURNOVER

The whole of the turnover arises in the United Kingdom and relates to the
transport of motor vehicles. Turnover consists of the amount of goods and
services supplied during the year, net of value added tax.

3        DIRECTORS' EMOLUMENTS




                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 

Aggregate emoluments                                               0               30             80
                                                                                                  --
                                                            ========         ========       ========





ANSA LOGISTICS LIMITED                                                  8


3        DIRECTORS' EMOLUMENTS (CONTINUED)

The directors are employed by AutoLogic Holdings plc and Axis International Inc
(see note 27), and are remunerated by those companies in respect of their
services for the respective groups. Their emoluments are dealt with in the
accounts of AutoLogic Holdings plc and Axis International Inc.

4        EMPLOYEE INFORMATION

The average monthly number of persons (including executive directors) employed
during the period was:



                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                            NUMBER          Number           Number
                                                                                 
Drivers                                                        225            250              265
Hourly paid                                                    217            266              298
Staff                                                           92             94              100
                                                             -----          -----            -----

                                                               534            610              663
                                                             =====          =====            =====





                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 
STAFF COSTS
Wages and salaries                                            22,940           25,986         19,296
Social security costs                                          2,087            2,441          1,823
Other pension costs (see note 17)                              1,900            2,108          1,403
                                                            --------         --------       --------

                                                              26,927           30,535         22,522
                                                            ========         ========       ========



5        INTEREST PAYABLE AND SIMILAR CHARGES




                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 
Interest payable on bank loans and overdrafts                   13               65              83
Interest payable on loan from related undertakings              27               --               3
Other interest                                                  21               31              21
                                                             -----            -----           -----

                                                                61               96             107
                                                             =====            =====           =====




ANSA LOGISTICS LIMITED                                                  9


6        INTEREST RECEIVABLE AND SIMILAR INCOME




                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 
Interest on loans to related undertakings                       --              102               62
Interest on bank deposits                                      221               --               11

                                                            ------           ------            -----

                                                               221              102               73
                                                            ======           ======            =====



7        PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION



                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION IS
STATED AFTER CHARGING:
Depreciation of tangible fixed assets                            537            1,746          1,421
Auditors' remuneration - for audit services                       16               16             30
                       - for non-audit services                   10               11             31
Hire of plant and machinery under operating leases             2,943            2,043            111
Hire of other assets under operating leases                    1,344            1,284            884

                                                            ========         ========       ========


8        TAX ON PROFIT ON ORDINARY ACTIVITIES



                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 

UNITED KINGDOM CORPORATION TAX CHARGE AT 30%
(2000: 30%):
Current period                                                 1,662            2,010            1,442
                                                            ========         ========         ========





ANSA LOGISTICS LIMITED                                                  10



9        DIVIDENDS




                                                          YEAR ENDED      Year ended       10 months
                                                          31 DECEMBER     31 December         ended
                                                              2001            2000        31 December
                                                                                              1999
                                                          (POUND)'000     (pound)'000     (pound)'000
                                                                                 

Equity - Ordinary
Paid: (pound)3.5m per (pound)1 share                           7,000               --             --
                                                            ========         ========       ========


10       TANGIBLE FIXED ASSETS




                                    Land and        Plant &        Computer         Motor
                                    buildings      machinery      equipment       vehicles          Total
                                   (pound)'000    (pound)'000    (pound)'000    (pound)'000     (pound)'000
                                                                                 
COST
At 1 January 2001                      2,774            425             51          2,713           5,963
Additions                                 --            101              1            493             595
Disposals                                 --             --             --           (134)           (134)

                                     -------        -------        -------        -------         -------

AT 31 DECEMBER 2001                    2,774            526             52          3,072           6,424
                                     =======        =======        =======        =======         =======

ACCUMULATED DEPRECIATION
At 1 January 2001                       (790)          (138)           (19)        (2,185)         (3,132)
Charge for year                          (70)           (91)           (17)          (359)           (537)
Disposals                                 --             --             --            126             126

                                     -------        -------        -------        -------         -------

AT 31 DECEMBER 2001                     (860)          (229)           (36)        (2,418)         (3,543)
                                     =======        =======        =======        =======         =======

NET BOOK VALUE
AT 31 DECEMBER 2001                    1,914            297             16            654           2,881
                                     =======        =======        =======        =======         =======

Net book value
At 31 December 2000                    1,984            287             32            528           2,831
                                     =======        =======        =======        =======         =======





ANSA LOGISTICS LIMITED                                                  11


10       TANGIBLE FIXED ASSETS (CONTINUED)

The net book value of land and buildings comprises



                                                                                      2001             2000
                                                                                  (POUND)'000      (pound)'000
                                                                                             
Freehold                                                                                425              425
Long Leasehold                                                                        1,186            1,203
Short leasehold                                                                         303              356
                                                                                     ------           ------

                                                                                      1,914            1,984
                                                                                     ======           ======



11       INVESTMENTS IN SUBSIDIARIES



Name of company     Description of shares held     % shareholding        Nature of business
- --------------------------------------------------------------------------------------------
                                                                
Corkdean Limited        Ordinary (pound)1                 100%           Non-trading company


The investment in Corkdean Limited is disclosed as a 100% subsidiary due to the
substance of the agreement in place to acquire all of the shares of that
company, through a series of share purchase options.

The results of Corkdean Limited have not been consolidated within the financial
statements as in the directors' opinion, the results for the year and the net
assets of the company are not material to Ansa Logistics Limited.

12       STOCKS



                                                                 2001             2000
                                                             (POUND)'000      (pound)'000
                                                                        
Parts, protective clothing and consumables                         113              88
Fuel and oil                                                       117             141

                                                                 -----           -----

                                                                   230             229
                                                                 =====           =====





ANSA LOGISTICS LIMITED                                                  12


13       DEBTORS



                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                        
AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade debtors                                                       119             224
Amounts owed by group undertakings                               11,807          15,676
Other debtors                                                     3,376           3,727
Prepayments and accrued income                                    1,833           2,152

                                                               --------        --------

                                                                 17,135          21,779
                                                               ========        ========


14       CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                        
Trade creditors                                                   2,150           2,108
Amounts owed to group undertakings                                8,197           4,917
Other creditors                                                     619             672
Corporation tax                                                     557           1,216
Other taxation and social security payable                        1,515           1,375
Accruals and deferred income                                      7,546           9,060
                                                               --------        --------

                                                                 20,584          19,348
                                                               ========        ========


15       CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR




                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                        

Other creditors                                                      --             600

                                                                  -----           -----

                                                                     --             600
                                                                  =====           =====





ANSA LOGISTICS LIMITED                                                  13


16       PROVISIONS FOR LIABILITIES AND CHARGES



                                                              TRANSPORTER    DILAPIDATION
                                                               PROVISION       PROVISION
                                                              (POUND)'000     (POUND)'000

                                                                       
AT 31 DECEMBER 2000                                                  46              75
                                                               --------        --------

Transfers (to)/from the profit and loss account                     (36)             80
                                                               --------        --------

AT 31 DECEMBER 2001                                                  10             155
                                                               ========        ========


The dilapidation provision relates to the estimated costs of restoring assets
held under operating leases to a condition stipulated within the terms of the
lease. The transporter provision relates to the estimated costs of repairing the
vehicles upon return to the hirer.

In the year to 31 December 2000, (pound)202,000 was transferred to the Profit
and Loss account and (pound)105,000 was utilised on the dilapidations provision.
In the 10 months to 31 December 1999, (pound)428,000 was transferred from the
Profit and Loss account to the dilapidations provision.

DEFERRED TAXATION

The potential deferred tax asset, none of which has been recognised in the
financial statements, is as follows:



                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                AMOUNTS         Amounts
                                                              UNPROVIDED      Unprovided
                                                                        
TAX EFFECTS OF TIMING DIFFERENCES BECAUSE OF:

Excess of tax allowances over depreciation                          314             397
Other short term timing differences                                 117              29
                                                               ========        --------

                                                                    431             426
                                                               ========        ========


17       PENSION COMMITMENTS

The company participates in a final salary pension scheme, the assets of which
are held separately from those of the company in an independently administered
fund. This scheme has been in operation since October 1999 and will be subject
to a full actuarial valuation at October 2002. Total contributions payable for
the year-ended 31 December 2001 amounted to (pound)1,900,000 (2000:
(pound)2,108,000). Contributions of (pound)106,000 (2000: (pound)53,000) were
due to the scheme at 31 December 2001.




ANSA LOGISTICS LIMITED                                                  14


17       PENSION COMMITMENTS (CONTINUED)

The valuation has been performed by the actuary, Barnett Waddingham, as at 31
December 2001 to take account of the requirements of FRS 17. Scheme assets are
stated at their market value at 31 December 2001.

The financial assumptions used to calculate scheme liabilities under FRS 17 are:



       Valuation method                                        Projected unit
                                                            
       Discount rate                                                5.8%
       Inflation rate                                               2.6%
       Increase to deferred benefits                                2.6%
       LPI increases to pensions in payment                         2.6%
       Salary increases                                             3.6%



The assets in the scheme and the expected rate of return were:



                                                                           LONG-TERM RATE OF        VALUE AT
                                                                          RETURN EXPECTED AT      31 DECEMBER
                                                                           31 DECEMBER 2001           2001
                                                                                                  (POUND)'000
                                                                                            
Equities                                                                          7.8%                 5,639
Other                                                                             4.0%                    17
                                                                                 ----                -------
Total market value of assets                                                                           5,656
Present value of scheme liabilities                                                                   (7,416)
Deficit in the scheme                                                                                -------
                                                                                                      (1,760)
Related deferred tax assets                                                                              528
                                                                                                     -------

Net pension liability                                                                                 (1,232)
                                                                                                     =======

NET ASSETS
Net assets excluding pension deficit                                                                   1,776
Pension deficit                                                                                       (1,232)
                                                                                                     -------

Net assets including pension deficit                                                                     544
                                                                                                     =======

RESERVES
Profit and loss reserve excluding pension deficit                                                      1,776
Pension deficit                                                                                       (1,232)
                                                                                                     -------

Profit and loss reserve including pension deficit                                                        544
                                                                                                     =======





ANSA LOGISTICS LIMITED                                                  15


18       CALLED-UP SHARE CAPITAL



                                                                  2001            2000
                                                                (POUND)         (pound)
                                                                         
AUTHORISED
100 Ordinary shares of (pound)1 each                                100             100
                                                               --------        --------

                                                                    100             100
                                                               ========        ========
ISSUED, ALLOTTED & FULLY PAID UP
2 Ordinary shares of (pound)1                                         2               1
                                                               --------        --------

                                                                      2               1
                                                               ========        ========


During the year, one (pound)1 ordinary share was issued for cash consideration
of (pound)1.

19       RESERVES



                                                                           PROFIT AND
                                                                          LOSS ACCOUNT
                                                                           (POUND)'000
                                                                       
At 31 December 2000                                                            5,372

Loss for the year                                                             (3,596)
                                                                             -------

At 31 December 2001                                                            1,776
                                                                             =======


20       RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS



                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                        
Opening shareholders' funds                                       5,372           2,085
Issue of share capital ((pound)1) (2000:(pound)nil)                  --              --
(Loss) / profit for the year                                     (3,596)          3,287
                                                               --------        --------

Closing shareholders' funds                                       1,776           5,372
                                                               ========        ========





ANSA LOGISTICS LIMITED                                                  16


21       RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS



                                                                                                (POUND)'000
                                                                                             
Net debt at 1 January 2001                                                                             602

Increase in cash in the period                                                                       1,677

                                                                                                   -------

Net funds at 31 December 2001                                                                        2,279
                                                                                                   =======



22       ANALYSIS OF NET FUNDS/(DEBT)



                                                           At                CASH             AT
                                                      31 December            FLOW        31 DECEMBER
                                                          2000               2001            2001
                                                      (pound)'000        (POUND)'000     (POUND)'000
                                                                                
Cash at bank and in hand                                  602                1,677           2,279
                                                        -----               ------          ------

 TOTAL                                                    602                1,677           2,279
                                                        =====               ======          ======



23       CONTINGENT LIABILITIES

The company has given an unlimited multilateral cross company guarantee to its
bankers in respect of Autocar Logistics Limited. Autocar Logistics Limited is
owned by the same shareholders as Ansa Logistics Limited.

The company is a participant in a banking arrangement under which all surplus
cash balances are held as collateral for bank facilities advanced to Autocar
Logistics Limited. In addition the company has issued an unlimited guarantee to
the bank to support these facilities.




ANSA LOGISTICS LIMITED                                                  17


24       FINANCIAL COMMITMENTS

At 31 December 2001 the company has annual commitments under non-cancellable
operating leases expiring as follows:



                                                                        MOTOR                          Motor
                                                      LAND AND      VEHICLES AND      Land and     Vehicles and
                                                     BUILDINGS        TRAILERS       Buildings        Trailers
                                                         2001           2001            2000            2000
                                                    (POUND)'000     (POUND)'000     (pound)'000     (pound)'000
                                                                                       
Expiring within one year                                   --              83              --              79
Expiring between two to five years                        899           1,404             899           1,400
Expiring after five years                                  84           1,353              84             737
                                                      -------         -------         -------         -------

                                                          983           2,840             983           2,216
                                                      =======         =======         =======         =======


25       CAPITAL AND OTHER COMMITMENTS

Capital expenditure that has been contracted for but has not been provided for
in the financial statements is (pound)1.3m.

26     RELATED PARTY TRANSACTIONS

(a)      The company contracts with Autocar Logistics Limited, a subsidiary
         undertaking of AutoLogic Holdings plc. The company made sales of
         (pound)774,003,000 (ex vat) to Autocar Logistics Limited and made
         purchases of (pound)1,154,000 (ex vat) during the period. All of these
         transactions were at arms length and in the ordinary course of
         business. A net amount of (pound)6,036,000 was owing from Autocar
         Logistics Limited at the balance sheet date.

(b)      The company contracts with AutoLink Limited, a joint venture
         undertaking of AutoLogic Holdings plc and STVA. The company made
         purchases of (pound)39,000 (ex vat) from Autolink Limited and made
         sales of (pound)395,000 (ex vat) during the period. All of these
         transactions were at arms length and in the ordinary course of
         business. A net amount of (pound)125,000 was owing from Autolink
         Limited at the balance sheet date.

(c)      The company contracts with Walon Limited, a subsidiary of AutoLogic
         Holdings plc. The company made purchases of (pound)2,626,000 (ex vat)
         and sales of (pound)308,000 to Walon Limited. All of these transactions
         were at arms length and in the ordinary course of business. A net
         amount of (pound)1,115,000 was owing to Walon Limited at the balance
         sheet date.

(d)      The company contracts with Autotrax Limited, a subsidiary of AutoLogic
         Holdings plc. The company made purchases of (pound)283,000 (ex vat)
         during the period. All of these transactions were at arms length and in
         the ordinary course of business. A net amount of (pound)358,000 was
         owing to Autotrax Limited at the balance sheet date.




ANSA LOGISTICS LIMITED                                                  18


(e)    The company contracts with Axial Logistics Limited. The company made
       purchases of (pound)1,304,000 (ex vat) during the period. All of these
       transactions were at arms length and in the ordinary course of business.
       A net amount of (pound)1,185,000 was owing to Autotrax Limited at the
       balance sheet date.

27       ULTIMATE AND IMMEDIATE PARENT COMPANIES

Previous to 1 October 2001, AutoLogic Holdings plc and Allied Holdings Inc. each
held 50% of the share capital of the company. On 1 October 2001, AutoLogic plc
entered into an agreement with Allied Holdings Inc. to acquire its shareholding
in the company. Under UK GAAP the company became a subsidiary of AutoLogic
Holdings plc with effect from 1 October 2001 as control over the company had
effectively passed to AutoLogic Holdings plc from that date.

Under US GAAP, ownership did not pass to AutoLogic Holding plc until 10 December
2001, the date of legal completion, when shareholder approval was obtained by
AutoLogic Holdings plc.

As a result of this transaction, the directors regard AutoLogic Holdings plc as
the ultimate holding company.




ANSA LOGISTICS LIMITED                                                  19



28       SUMMARY OF DIFFERENCES BETWEEN UK GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES


The company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United Kingdom (UK GAAP), which
differs in certain significant respects from those generally accepted in the
United States (US GAAP). These differences are set out below.

(A)      REVENUE RECOGNITION AND DEFERRAL OF START-UP COSTS

         Staff Accounting Bulletin No. 101 (SAB 101) Revenue Recognition in
         Financial Statements provides the views of the staff of the Securities
         and Exchange Commission on recognition of revenue. SAB 101 requires
         certain up-front fees to be recognised as revenue over the expected
         period of the customer relationship to which they relate. Under SAB 101
         deferred costs are also charged to expense proportionally and over the
         same period that the associated deferred revenue is recognised as
         revenue. The cumulative effect of the change in accounting principle in
         adopting SAB 101 has been recorded in 2000. Under UK GAAP, these
         up-front fees were recognised as revenue upon receipt in 1999; the
         associated costs were recognised as expense in 1999. Pro forma US GAAP
         net income for 1999 would not have changed had SAB 101 been applied
         then.

(B)      PENSIONS

         Under UK GAAP, the expected cost of providing retirement benefits are
         charged to the profit and loss account over the periods benefiting from
         the employees' services. Variations from expected cost are similarly
         spread. Under US GAAP, pension costs and liabilities are calculated in
         accordance with Statement of Financial Accounting Standards No. 87,
         "Employer's Accounting for Pensions " (SFAS 87) which requires the use
         of a prescribed actuarial method and a set of measurement principles.

(C)      DEFERRED TAXES

         Under UK GAAP the company provides for deferred tax in respect of the
         tax attributable to timing differences only to the extent that such
         timing differences are expected to reverse in the foreseeable future.
         US GAAP requires recognition of all deferred tax assets and liabilities
         for temporary differences using enacted tax rates in effect at year end
         in accordance with Statement of Financial Accounting Standards No. 109,
         "Accounting for Income Taxes" (SFAS 109). A valuation allowance is
         posted to the extent that it is more likely than not that all or part
         of the deferred tax assets will not be realised. Deferred tax has also
         been calculated in respect of the US GAAP adjustments.

(D)      CURRENT ASSETS AND LIABILITIES

         Current assets under UK GAAP include amounts that fall due after more
         than one year. Under US GAAP, such assets would be reclassified as
         non-current assets. Provisions for liabilities and charges under UK
         GAAP include amounts due within one year that would be reclassified to
         current liabilities under US GAAP. At 31 December 2001 and



ANSA LOGISTICS LIMITED                                                  20


         2000 the amounts of assets that would be classified as falling due more
         than one year were (pound)Nil and (pound)1,132,000 respectively. At 31
         December 2001 and 2000 the amounts of liabilities that would be
         classified as falling due more than one year were also (pound)165,000
         and (pound)1,253,000 respectively.

(E)      PURCHASE ACCOUNTING AND RECOGNITION OF INTANGIBLES

         On 10 December 2001, AutoLogic Holdings plc acquired from Allied
         Holdings Inc the 50% interest in Ansa Logistics Limited that it did not
         already own for total consideration of $20.56 million.

         Under UK GAAP, this transaction is not required to be reflected in the
         stand-alone accounts of the acquired company.

         Under US GAAP, this transaction has been accounted for as a
         step-acquisition using the purchase method of accounting in accordance
         with provisions of Statement of Financial Accounting Standard No. 141,
         "Business Combinations" ("SFAS 141"). The value of assets acquired and
         liabilities assumed have been based on a pro rata allocation of the
         fair values of the assets acquired and liabilities assumed at the date
         of acquisition and the historical financial statement carrying amounts
         and are required to be reflected in the company's stand-alone accounts.
         Goodwill, representing the excess of cost over the estimated fair
         value of net assets acquired, and identifiable intangibles assets,
         including customer contracts and customer relationships, were recorded
         at (pound)8,276,000 and (pound)9,551,000, respectively. Under US GAAP,
         goodwill arising on the acquisition is not being amortised, in
         accordance with the provisions of Statement of Financial Accounting
         Standard No. 142, "Goodwill and Other Intangible Assets". Identifiable
         intangible assets are being amortised over a period of between
         approximately two and four years. The results of operations and
         financial position pre- and post-acquisition are not comparable in
         certain respects due to significant differences between the cost bases
         of certain assets resulting from the acquisition.

The effect of the application of US GAAP to net income and shareholders' equity
is set out in the tables below.




ANSA LOGISTICS LIMITED                                                  21


RECONCILIATION OF NET INCOME UNDER UK GAAP TO US GAAP

The reconciliation of net income for the year-ended 31 December 2001 has been
separated into pre and post acquisition periods based on the effective date of
acquisition under US GAAP. The pre-acquisition period is from 1 January 2001 to
10 December 2001 and the post acquisition period is from 11 December 2001 to 31
December 2001.



                                                                          YEAR ENDED               Year ended      10 months
                                                                          31 DECEMBER             31 December        ended
                                                                              2001                    2000        31 December
                                                                                                                     1999
                                                                     POST-            PRE-
                                                                  ACQUISITION     ACQUISITION
                                                                  (POUND)'000     (POUND)'000     (pound)'000     (pound)'000
                                                                                                      
Net income under UK GAAP                                                158           3,246           3,287           2,085

US GAAP adjustments:
  Up-front revenue recognition                                           --             609             647              --
  Deferred start-up costs                                                --            (609)           (647)             --
  Pensions - application of SFAS 87                                     (46)           (750)           (766)            (71)
  Deferred taxes - application of SFAS 109                                2              39             148             278
  Deferred tax on US GAAP adjustments                                   105             225             230              21
  Amortisation                                                         (305)             --              --              --
                                                                    -------         -------         -------         -------
  Income/ (loss) before cumulative effect of changes                    (86)          2,760           2,899           2,313
  Cumulative effect of change in accounting
   principle for up-front revenue                                        --              --          (2,426)
  Cumulative effect of change in accounting
  principle for deferred start-up costs                                  --              --           2,426
                                                                    -------         -------         -------         -------

Net income/ (loss) under US GAAP                                        (86)          2,760           2,899           2,313
                                                                    =======         =======         =======         =======





ANSA LOGISTICS LIMITED                                                  22


RECONCILIATION OF SHAREHOLDERS' EQUITY UNDER UK GAAP TO US GAAP



                                                              31 DECEMBER     31 December
                                                                  2001            2000
                                                              (POUND)'000     (pound)'000
                                                                        
Shareholders' equity under UK GAAP                                1,776           5,372
US GAAP adjustments:
  Deferred revenue                                                   --          (1,779)
  Deferred start up costs                                            --           1,779
  Pensions - application of SFAS 87                              (1,697)           (837)
  Deferred taxes                                                 (1,817)            677
  Goodwill                                                        8,276              --
  Intangibles                                                     9,246              --
                                                               --------        --------

                                                                 15,784           5,212
                                                               ========        ========



CASH FLOW INFORMATION

Under UK GAAP, the company complies with Financial Reporting Standard 1
(revised) "Cash Flow Statements" (FRS 1), the objective and principles of which
are similar to those set out in Statement of Financial Accounting Standards No.
95, "Statement of Cash Flows" (SFAS 95). The principal difference between the
two standards is in respect of classification. Under UK GAAP, cash flows are
presented separately for operating activities, returns on investments and
servicing of finance, taxation, capital expenditure, financial investment,
acquisition and disposals, equity dividends paid, management of liquid resources
and financing. Under US GAAP, only three categories of cash flow activity are
reported operating activities, investing activities and financing activities.

Under UK GAAP cash paid or received for interest and income taxes is presented
separately from operating activities and dividends paid are presented separately
from financing activities. Under US GAAP cash flows from operating activities
are based on net income, which includes interest and income taxes. Under UK
GAAP, cash is defined as cash in hand and deposits repayable on demand. The US
GAAP cash flow statement reports changes in cash and cash equivalents, which
includes short-term highly liquid investments with an original maturity of three
months or less but excludes bank overdrafts.

The cash flow statement for the year-ended 31 December 2001 has been analysed
between pre and post acquisition based on the effective date of acquisition
under US GAAP. The pre-acquisition period is from 1 January 2001 to 10 December
2001 and the post acquisition period from 11 December 2001 to 31 December 2001.

Under US GAAP presentation the following amounts would have been reported:



ANSA LOGISTICS LIMITED                                                  23


US GAAP CASH FLOW STATEMENT



                                                                          YEAR ENDED               Year ended      10 months
                                                                          31 DECEMBER             31 December        ended
                                                                              2001                    2000        31 December
                                                                                                                     1999
                                                                     POST-            PRE-
                                                                  ACQUISITION     ACQUISITION
                                                                  (POUND)'000     (POUND)'000     (pound)'000     (pound)'000
                                                                                                      
Net cash provided by operating activities                               428           8,812           5,014           1,586

Net cash used in investment activities                                  (26)           (537)            (97)         (5,901)

Net cash provided by/ (used in) financing activities                     --          (7,000)         (4,370)          4,370
                                                                    -------         -------         -------         -------

Net increase in cash and cash equivalents                               402           1,275             547              55

Cash and cash equivalents at beginning of period                      1,877             602              55              --
                                                                    -------         -------         -------         -------

Cash and cash equivalents at end of period                            2,279           1,877             602              55
                                                                    =======         =======         =======         =======



29       UNITED KINGDOM COMPANY LAW REQUIREMENTS (UNAUDITED)

The directors are required by United Kingdom company law to prepare financial
statements for each financial year that give a true and fair view of the state
of affairs of the company as at the end of the financial year and of the profit
or loss of the company for that period.

The directors confirm that suitable accounting policies have been use and
applied consistently, and reasonable and prudent judgements and estimates have
been made in the preparation of the financial statements for the year ended 31
December 2001. The directors also confirm the applicable accounting standards
have been followed.

The directors are responsible for keeping proper accounting records, for
safeguarding the assets of the company and of the group and hence for taking
responsible steps for the prevention and detection of fraud and other
irregularities.

30       RECENT US GAAP ACCOUNTING PRONOUNCEMENTS

SFAS 141 and SFAS 142

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS 141
which supersedes APB Opinion No. 16, "Business Combinations." SFAS 141 requires
that purchase method of accounting be used for business combinations initiated
after 30 June 2001, and eliminates the pooling-of-interests method. In addition,
SFAS 141 establishes specific criteria for the recognition of intangible assets
separately from goodwill and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain. The provisions of this
statement apply to all business combinations initiated after 30 June 2001, and
applies to all business combinations accounted for using the purchase method for
which the date of acquisition is 1 July 2001, or later.



ANSA LOGISTICS LIMITED                                                  24


30       RECENT US GAAP ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2001, the FASB also issued SFAS 142, which is effective for fiscal years
beginning after 15 December 2001. Certain provisions are also applicable to
acquisitions initiated subsequent to 30 June 2001. SFAS 142 supersedes APB
Opinion No. 17, "Intangible Assets," and requires, among other things, the
discontinuance of amortisation related to goodwill and indefinite lived
intangible assets. These assets will then be subject to an impairment test at
least annually. In addition, the standard includes provisions upon adoption for
the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles, and
reclassification of certain intangibles out of previously reported goodwill.

We have applied SFAS 141 and 142 to the goodwill and intangible assets acquired
in the acquisition on 10 December 2001. We will be required to measure goodwill
for impairment as part of the transition provisions of SFAS 142. Goodwill will
be subject to an annual impairment test and will not be amortized under SFAS
142. Any impairment resulting from these transition tests will be recorded and
recognized as the cumulative effect of a change in accounting principle. The
Company has not yet determined what effect these impairment tests will have on
the Company's earnings and financial position.

SFAS 143

In August 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations," which is effective for fiscal years beginning after 15 June 2002.
SFAS 143 requires, among other things, that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are then capitalized as part of the carrying amount of the
long-lived asset. We will adopt SFAS 143 no later than 1 January 2003. The
Company has not yet determined what effect this standard will have on the
Company's earnings and financial position.

SFAS 144

In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long Lived Assets," which is effective for fiscal years beginning
after 15 December 2001. SFAS 144 supersedes SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
and addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. We are required to adopt SFAS 144 from 1 January 2002.
This accounting pronouncement is not expected to have a significant impact on
our financial position or results of operations.

SFAS 145

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS
145 rescinds and amends certain previous standards related primarily to debt and
leases. The provisions of SFAS 145 related to the rescission of SFAS 4 are
effective for financial statements issued for fiscal years beginning after May
15, 2002 and will become effective for the Company on 1 January 2003. The
provisions of SFAS 145 related to the rescission of SFAS 13 are effective for
transactions occurring after May 15, 2002. All other provisions of SFAS 145 are
effective for financial statements issued on or after May 15, 2002. This
accounting pronouncement is not expected to have a significant impact on our
financial position or results of operations.