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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



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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.



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|                                                   |  |  |  |  |  |  |  | 
|-------------------------------------------------- |  |  |  |  |  |  |  | 
|PART IV                                           
|SIGNATURES                                        
|EXHIBIT INDEX                                     
|EX-99.1 FINANCIAL STATEMENTS OF ANSA LOGISTICS LTD



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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                                                                                                                                                                                                                                     





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| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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)                                                                                                                        





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|           |  |   |  |                                                                                       
|---------- |  | - |  | --------------------------------------------------------------------------------------
|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                                        



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|(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.                                                                                                                                                                                                                                       





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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. SAWYERHugh E. Sawyer,President and Chief Executive Officer                                                           
|                   
|                    |  |     |  |                                                                                                                                  
|                   
|Date: June 25, 2002 |  | By: |  | /s/ DANIEL H. POPKYDaniel 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
25th 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                                       





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|                                                |  |         
|----------------------------------------------- |  | --------
|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. SAWYERHugh E. Sawyer,Attorney-in-fact





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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.                                                





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##### Table of Contents



|(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.