<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
         1999

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - For the transition period from
                                                               ----------------
         to
            ---------------------
         Commission File Number:    0-22276

                              ALLIED HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                           <C>
               GEORGIA                                                                         58-0360550
---------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                (I.R.S. Employer Identification Number)
</TABLE>

            SUITE 200, 160 CLAIREMONT AVENUE, DECATUR, GEORGIA 30030
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

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

--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No



Outstanding common stock, No par value at October 21, 1999.............8,035,776




                TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 17

                                       1

<PAGE>   2

                                      INDEX

                                     PART I

                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>        <C>                                                                                   <C>
ITEM 1:           FINANCIAL STATEMENTS

           Consolidated Balance Sheets as of September 30, 1999 and
               December 31, 1998................................................................   3

           Consolidated Statements of Operations for the Three and Nine
               Month Periods Ended September 30, 1999 and 1998..................................   4

           Consolidated Statements of Cash Flows for the Nine
               Month Periods Ended September 30, 1999 and 1998..................................   5

           Notes to Consolidated Financial Statements...........................................   6

ITEM 2
           Management's Discussion and Analysis of Financial
               Condition and Results of Operations..............................................   9
</TABLE>

                                     PART II

                                OTHER INFORMATION

<TABLE>
<S>                                                                                               <C>
ITEM 1

           Legal  Proceedings...................................................................  16

ITEM 5

           Other Information....................................................................  16

ITEM 6

           Exhibits and Reports on Form 8-K.....................................................  16

           Signature Page.......................................................................  17
</TABLE>

                                       2
<PAGE>   3

PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30    DECEMBER 31
                                                                                          1999           1998
                                                                                      ------------    -----------
                                                                                      (UNAUDITED)
                                             ASSETS
<S>                                                                                   <C>             <C>
CURRENT ASSETS:
                   Cash and cash equivalents                                           $  35,266       $  21,977
                   Short-term investments                                                 15,898          23,323
                   Receivables, net of allowance for doubtful accounts                   121,702         103,968
                   Inventories                                                             7,772           6,788
                   Deferred tax assets                                                    17,490          20,773
                   Prepayments and other current assets                                   21,694          18,930
                                                                                       ---------       ---------
                                       Total current assets                              219,822         195,759
                                                                                       ---------       ---------

PROPERTY AND EQUIPMENT, NET                                                              295,864         297,530
                                                                                       ---------       ---------

OTHER ASSETS:
                     Goodwill, net                                                        93,529          94,577
                     Other                                                                45,194          33,761
                                                                                       ---------       ---------
                                       Total other assets                                138,723         128,338
                                                                                       ---------       ---------
                                       Total assets                                    $ 654,409       $ 621,627
                                                                                       =========       =========

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
                   Current maturities of long-term debt                                $     793       $   2,746
                   Trade accounts payable                                                 34,379          42,196
                   Accrued liabilities                                                    85,695         100,788
                                                                                       ---------       ---------
                                       Total current liabilities                         120,867         145,730
                                                                                       ---------       ---------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                                  348,979         291,096
                                                                                       ---------       ---------

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                                               10,982          11,165
                                                                                       ---------       ---------

DEFERRED INCOME TAXES                                                                     40,667          39,953
                                                                                       ---------       ---------

OTHER LONG-TERM LIABILITIES                                                               71,001          70,830
                                                                                       ---------       ---------

STOCKHOLDERS' EQUITY:
                   Common stock, no par value; 20,000 shares authorized, 7,991
                                   and 7,878 shares outstanding at September 30,
                                   1999 and December 31,1998, respectively                     0               0
                   Additional paid-in capital                                             46,269          44,854
                   Retained earnings                                                      21,658          25,354
                   Cumulative other comprehensive income, net of tax                      (4,011)         (6,115)
                   Unearned compensation                                                  (2,003)         (1,240)
                                                                                       ---------       ---------
                                       Total stockholders' equity                         61,913          62,853
                                                                                       ---------       ---------
                                       Total liabilities and stockholders' equity      $ 654,409       $ 621,627
                                                                                       =========       =========
</TABLE>



   The accompanying notes are an integral part of these consolidated balance
                                     sheets.


                                        3

<PAGE>   4

                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                              FOR THE THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                                                     SEPTEMBER 30                   SEPTEMBER 30
                                              ---------------------------------------------------------
                                                1999            1998            1999            1998
                                              ---------       ---------       ---------       ---------
<S>                                           <C>             <C>            <C>              <C>
REVENUES                                      $ 240,058       $ 217,468       $ 788,291       $ 751,499
                                              ---------       ---------       ---------       ---------
OPERATING EXPENSES:
     Salaries, wages and fringe benefits        134,198         121,331         428,971         402,100
     Operating supplies and expenses             41,345          39,109         135,827         127,106
     Purchased transportation                    22,866          22,566          77,395          82,551
     Insurance and claims                        11,695           8,943          37,572          29,163
     Operating taxes and licenses                 8,743           9,290          30,555          29,707
     Depreciation and amortization               14,865          13,270          43,242          39,210
     Rents                                        2,254           2,540           6,622           7,347
     Communications and utilities                 2,062           2,150           6,489           6,752
     Other operating expenses                     1,383           1,687           6,200           4,870
                                              ---------       ---------       ---------       ---------
               Total operating expenses         239,411         220,886         772,873         728,806
                                              ---------       ---------       ---------       ---------
               Operating income (loss)              647          (3,418)         15,418          22,693
                                              ---------       ---------       ---------       ---------

OTHER INCOME (EXPENSE):
     Interest expense                            (8,129)         (6,564)        (23,296)        (18,846)
     Interest income                                716           1,197           1,336           2,218
                                              ---------       ---------       ---------       ---------
                                                 (7,413)         (5,367)        (21,960)        (16,628)
                                              ---------       ---------       ---------       ---------

(LOSS) INCOME BEFORE INCOME TAXES                (6,766)         (8,785)         (6,542)          6,065

INCOME TAX BENEFIT (PROVISION)                    2,943           3,825           2,846          (2,638)
                                              ---------       ---------       ---------       ---------

NET (LOSS) INCOME                             ($  3,823)      ($  4,960)      ($  3,696)      $   3,427
                                              =========       =========       =========       =========

PER COMMON SHARE:
     BASIC                                    ($   0.49)      ($   0.64)      ($   0.47)      $    0.44
                                              =========       =========       =========       =========
     DILUTED                                  ($   0.49)      ($   0.64)      ($   0.47)      $    0.44
                                              =========       =========       =========       =========

COMMON SHARES OUTSTANDING:
     BASIC                                        7,818           7,748           7,818           7,747
                                              =========       =========       =========       =========
     DILUTED                                      7,818           7,748           7,818           7,858
                                              =========       =========       =========       =========
</TABLE>





  The accompanying notes are an integral part of these consolidated statements.


                                        4

<PAGE>   5

                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              FOR THE NINE MONTHS ENDED
                                                                                                     SEPTEMBER 30
                                                                                              -------------------------
                                                                                                  1999           1998
                                                                                                --------       --------
<S>                                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
           Net (loss) income                                                                    ($ 3,696)      $  3,427
                                                                                                --------       --------
           Adjustments to reconcile net (loss) income to net
           cash (used in) provided by operating activities:
                       Depreciation and amortization                                              43,242         39,210
                       Loss on sale of property and equipment                                        781            310
                       Deferred income taxes                                                       2,415           (281)
                       Compensation expense related to stock options and grants                      441            235
                       Equity in earnings of joint ventures                                       (1,189)          (248)
                       Payment of Teamsters Union signing bonus                                   (9,654)             0
                       Change in operating assets and liabilities:
                           Receivables, net of allowance for doubtful accounts                   (17,034)        (3,961)
                           Inventories                                                              (933)        (1,388)
                           Prepayments and other current assets                                   (2,655)          (143)
                           Trade accounts payable                                                 (8,089)        (9,106)
                           Accrued liabilities                                                   (15,239)       (13,303)
                                                                                                --------       --------
                                       Total adjustments                                          (7,914)        11,325
                                                                                                --------       --------
                                       Net cash (used in) provided by operating activities       (11,610)        14,752
                                                                                                --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
           Purchases of property and equipment                                                   (38,290)       (36,919)
           Proceeds from sale of property and equipment                                            1,108            573
           Purchase of business, net of cash acquired                                             (1,879)             0
           Investment in joint venture                                                               (80)       (11,920)
           Decrease (increase) in short-term investments                                           7,425         (4,391)
           Increase in the cash surrender value of life insurance                                    (47)        (1,230)
                                                                                                --------       --------
                                       Net cash used in investing activities                     (31,763)       (53,887)
                                                                                                --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
           Proceeds from issuance of long-term debt, net                                          55,930         45,769
           Proceeds from issuance of common stock                                                    211              0
            Other, net                                                                               414          1,490
                                                                                                --------       --------
                                       Net cash provided by financing activities                  56,555         47,259
                                                                                                --------       --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
           AND CASH EQUIVALENTS                                                                      107           (105)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                         13,289          8,019

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                    21,977         10,530
                                                                                                --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $ 35,266       $ 18,549
                                                                                                ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                                        5


<PAGE>   6



                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)


Note 1.    Basis of Presentation

           The unaudited consolidated financial statements included herein have
           been prepared pursuant to the rules and regulations of the Securities
           and Exchange Commission. Accordingly, they do not include all of the
           information and footnotes required by generally accepted accounting
           principles for complete financial statements. The statements
           contained herein reflect all adjustments, all of which are of a
           normal, recurring nature, which are, in the opinion of management,
           necessary to present fairly the financial condition, results of
           operations and cash flows for the periods presented. Operating
           results for the three and nine month periods ended September 30, 1999
           are not necessarily indicative of the results that may be expected
           for the year ended December 31, 1999. The interim financial
           statements should be read in conjunction with the financial
           statements and notes thereto of Allied Holdings, Inc. and
           Subsidiaries, (the "Company") included in the Company's 1998 Annual
           Report on Form 10-K.

Note 2.    Long-Term Debt

           On September 30, 1997, the Company issued $150 million of 8 5/8%
           senior notes (the "Notes") through a private placement. Subsequently,
           the senior notes were registered with the Securities and Exchange
           Commission. The net proceeds from the Notes were used to fund the
           acquisition of Ryder Automotive Carrier Services, Inc. and RC
           Management Corp., pay related fees and expenses, and reduce
           outstanding indebtedness. The Company's obligations under the Notes
           are guaranteed by substantially all of the subsidiaries of the
           Company (the "Guarantors"). Separate financial statements of the
           Guarantors are not provided herein as (i) the Guarantors are jointly
           and severally liable for the Company's obligations under the Notes,
           (ii) the subsidiaries which are not Guarantors are inconsequential to
           the consolidated operations of the Company and its subsidiaries and
           (iii) the net assets and earnings of the Guarantors are substantially
           equivalent to the net assets and earnings of the consolidated entity
           as reflected in these consolidated financial statements. There are no
           restrictions on the ability of the Guarantors to make distributions
           to the Company.

Note 3.    Comprehensive Income

           Comprehensive income was a loss of $3.6 million for the third quarter
           1999 versus a loss of $7.0 million for the third quarter of 1998, and
           a loss of $1.6 million for the first nine months of 1999 versus
           income of $51,000 for the first nine months of 1998. The difference
           between comprehensive income and net income is the change in the
           foreign currency translation adjustment, net of income taxes.

                                       6

<PAGE>   7

Note 4.    Accounting for Derivative Instruments and Hedging Activities

           In June 1998, the Financial Accounting Standards Board issued SFAS
           No. 133, "Accounting for Derivative Instruments and Hedging
           Activities." The Statement establishes accounting and reporting
           standards requiring that every derivative instrument (including
           certain derivative instruments embedded in other contracts) be
           recorded in the balance sheet as either an asset or liability
           measured at its fair value. The Statement requires that changes in
           the derivative's fair value be recognized currently in earnings
           unless specific hedge accounting criteria are met. Special accounting
           for qualifying hedges allows a derivative's gains and losses to
           offset related results on the hedged item in the income statement,
           and requires that a company must formally document, designate, and
           assess the effectiveness of transactions that receive hedge
           accounting.

           During the second quarter of 1999, the Financial Accounting Standards
           Board issued SFAS No. 137, which deferred the effective date of SFAS
           No. 133. The Statement defers the effective date for all quarters of
           all fiscal years beginning after June 15, 2000. The Company will
           adopt this statement in the first quarter of 2001. The Company does
           not believe the adoption will have a material impact on its financial
           position or results of operations.

Note 5.    Segment Reporting

           The Company operates in one reportable industry segment: transporting
           automobiles and light trucks from manufacturing plants, ports,
           auctions, and railway distribution points to automotive dealerships.
           Geographic financial information is as follows (in thousands):

<TABLE>
<CAPTION>
                                    For the three months ended         For the nine months ended
                                            September 30                      September 30
                                   -----------------------------      -----------------------------
                                      1999               1998            1999               1998
                                   ----------         ----------      ----------         ----------
          <S>                      <C>                <C>             <C>                <C>
          Revenues:
          United States            $  202,684         $  186,299      $  658,029         $  623,363
          Canada                       37,374             31,169         130,262            128,136
                                   ----------         ----------      ----------         ----------
                                   $  240,058         $  217,468      $  788,291         $  751,499
                                   ==========         ==========      ==========         ==========
</TABLE>


           Revenues are attributed to the respective countries based on the
           location of the origination terminal.

Note 6.    Stock Repurchase Plan

           The Company's Board of Directors has authorized management to take
           the necessary steps to repurchase up to 500,000 shares of the
           Company's outstanding common stock through fiscal year 2000 in open
           market transactions, subject to obtaining approval from

                                       7

<PAGE>   8

           the Company's lenders. The timing of these purchases and the number
           of shares purchased will be dictated by market conditions and other
           relevant factors.

Note 7.    Litigation

           The Company has been added as a defendant in a lawsuit (Gateway
           Development & Manufacturing, Inc. v. Commercial Carriers, Inc., et
           al, Index No. 1997/8920), pending in Supreme Court of Erie County,
           New York. In the lawsuit, the Plaintiff claims that the Company
           tortiously interfered with a business transaction involving the
           plaintiff and one of the defendants. Plaintiff seeks compensatory
           damages of $18 million and punitive damages of $50 million.

           The Company has moved to dismiss the lawsuit. If the motion is
           unsuccessful, the Company believes this case is without merit and
           intends to vigorously defend this case. While the ultimate results of
           this litigation cannot be determined, management does not expect that
           the resolution of this proceeding will have a material adverse effect
           on the Company's consolidated financial position or results of
           operations.

Note 8.    Reclassifications

           Certain amounts in the prior year financial statements have been
           reclassified to conform to the current year presentation.



                                       8
<PAGE>   9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

         Revenues were $240.1 million for the third quarter of 1999 versus
         revenues of $217.5 million for the third quarter of 1998, an increase
         of 10.4%. For the nine-month period ended September 30, 1999, revenues
         were $788.3 million, versus revenues of $751.5 million for the
         nine-month period ended September 30, 1998, an increase of 4.9%. The
         increase is attributed to reduced vehicle deliveries resulting from the
         GM strike during the third quarter of 1998, as well as increased
         vehicle production during 1999 which led to increased vehicle
         deliveries by the Company.

         The Company experienced a net loss of $3.8 million for the third
         quarter of 1999 versus a net loss of $5.0 million for the third quarter
         of 1998. Basic and diluted loss per share for the third quarter of 1999
         were $0.49 versus basic and diluted loss per share of $0.64 for the
         third quarter of 1998. For the nine-month period ended September 30,
         1999, the net loss was $3.7 million, versus net income of $3.4 million
         for the nine-month period ended September 30, 1998. Basic and diluted
         loss per share for the nine-month period ended September 30, 1999 were
         $0.47 versus basic and diluted earnings per share of $0.44 for the
         nine-month period ended September 30, 1998.

         During 1999 the Company has experienced a significant increase in the
         percentage of vehicles delivered that are light trucks as well as an
         overall increase in the size and weight of most vehicles delivered. Due
         to regulations on tractor and trailer length, height, width, and
         maximum weight capacity, this change in mix resulted in the number of
         vehicles delivered per load in the first nine months of 1999 being
         approximately 4% lower than the first nine months of 1998. The change
         in mix negatively impacts operating results as revenue is realized on a
         per vehicle basis, thus the Company's revenue per load decreased. The
         Company estimates that operating income for the first, second and third
         quarters of 1999 was reduced by approximately $5 million per quarter as
         a result of the load average decline. Throughout the second and third
         quarters, the Company has been discussing the load average decline with
         its customers. The Company has put into effect rate increases covering
         sixty to seventy percent of the vehicles it delivers; however, the
         increases were in effect for only a portion of the third quarter. The
         Company is continuing negotiations in an effort to obtain rate
         increases on its remaining traffic by year-end.

         The following is a discussion of the changes in the Company's major
         expense categories:

         Salaries, wages and fringe benefits increased slightly from 55.8% of
         revenues for the third quarter of 1998 to 55.9% of revenues for the
         third quarter of 1999, and increased from 53.5% of revenues for the
         first nine months of 1998 to 54.4% of revenues for the first nine
         months of 1999. The increase was due primarily to annual salary and
         benefit increases, offset by continued productivity and efficiency
         improvements.

                                       9

<PAGE>   10

         Operating supplies and expenses decreased from 18.0% of revenues for
         the third quarter of 1998 to 17.2% of revenues for the third quarter
         of 1999, and increased from 16.9% of revenues for the first nine
         months of 1998 to 17.2% of revenues for the first nine months of 1999.
         The decrease from the third quarter of 1998 versus the third quarter of
         1999 was due to efficiencies gained from an increase in volume in 1999.
         Volumes in 1998 were reduced due to the GM work stoppages. This
         offset higher fuel prices in the third quarter of 1999. The increase
         during the first nine months of 1999 versus the first nine months of
         1998 is due primarily to the inefficiencies that resulted from the
         decrease in load averages and certain one-time costs related to
         contingency planning for US labor negotiations that occurred in 1999,
         together with the effect of higher fuel prices.

         Purchased transportation expense decreased from 10.4% of revenues for
         the third quarter of 1998 to 9.5% of revenues for the third quarter of
         1999, and decreased from 11.0% of revenues for the first nine months of
         1998 to 9.8% of revenues for the first nine months of 1999. The
         decrease was due primarily to the decrease in the mix of loads hauled
         by owner-operators and other carriers versus company drivers. The
         number of owner-operators year-to-year was comparable; thus company
         drivers delivered the additional loads hauled by the Company.

         Insurance and claims increased from 4.1% of revenues for the third
         quarter of 1998 to 4.9% of revenues for the third quarter of 1999, and
         increased from 3.9% of revenues for the first nine months of 1998 to
         4.8% of revenues for the first nine months of 1999. The increase is due
         primarily to an increase in the frequency of damage claims. The Company
         has put in place new quality initiatives to reduce the frequency of
         damage claims.

         Depreciation and amortization expense increased slightly from 6.1% of
         revenues for the third quarter of 1998 to 6.2% of revenues for the
         third quarter of 1999, and from 5.2% of revenues for the first nine
         months of 1998 to 5.5% of revenues for the first nine months of 1999.
         The increase was related to an increase in the Company's capital
         expenditures during the second half of 1998 and the first nine months
         of 1999.

         Interest expense as a percentage of revenues increased from 3.0% of
         revenues for the third quarter of 1998 to 3.4% of revenues for the
         third quarter of 1999, and increased from 2.5% of revenues for the
         first nine months of 1998 to 3.0% for the first nine months of 1999.
         The increase was due primarily to higher long-term debt levels in 1999
         versus 1998.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES


         Net cash used by operating activities totaled $11.6 million for the
         nine-month period ended September 30, 1999 versus net cash provided by
         operating activities of $14.8 million for the nine-month period ended
         September 30, 1998. The increase in cash used by operating activities
         was due primarily to a $12.6 million reduction in pre-tax earnings
         during the first nine months of 1999 versus 1998 and a $9.7 million
         signing bonus payment during the third quarter of 1999, which was
         negotiated under the new US Teamsters Union Contract. The signing bonus
         was in lieu of a pay increase in the first year of the new contract
         and will be amortized over the life of the new contract.

                                       10

<PAGE>   11
         Net cash used in investing activities totaled $31.8 million for the
         nine-month period ended September 30, 1999 versus $53.9 million for the
         nine-month period ended September 30, 1998. The decrease was due
         primarily to an $11.9 million investment in Axis Do Brazil in February
         of 1998. In addition, the Company's captive insurance company
         liquidated $7.4 million of short-term investments to cash and cash
         equivalents during the third quarter of 1999 in connection with the
         addition of new investment managers.

         Net cash provided by financing activities totaled $56.6 million for the
         nine-month period ended September 30, 1999 versus $47.3 million for the
         nine-month period ended September 30, 1998. The increase was due
         primarily to seasonal borrowings required to finance operating
         activities due to the reduction in pre-tax earnings.

DISCLOSURES ABOUT MARKET RISKS

         The market risk inherent in the Company's market risk sensitive
         instruments and positions is the potential loss arising from adverse
         changes in short-term investment prices, interest rates, fuel prices,
         and foreign currency exchange rates.

         SHORT-TERM INVESTMENTS - The Company does not use derivative financial
         instruments in its investment portfolio. The Company places its
         investments in instruments that meet high credit quality standards, as
         specified in the Company's investment policy guidelines. The policy
         also limits the amount of credit exposure to any one issue, issuer, and
         type of instrument. Short-term investments at September 30, 1999, which
         are recorded at fair value of $15.9 million, have exposure to price
         risk. This risk is estimated as the potential loss in fair value
         resulting from a hypothetical 10% adverse change in quoted prices and
         amounts to $1.6 million.

         INTEREST RATES - The Company primarily issues long-term debt
         obligations to support general corporate purposes including capital
         expenditures and working capital needs. The majority of the Company's
         long-term debt obligations bear a fixed rate of interest. A
         one-percentage point increase in interest rates affecting the Company's
         floating rate long-term debt would reduce pre-tax income by $1.6
         million over the next fiscal year. A one-percentage point change in
         interest rates would not have a material effect on the fair value of
         the Company's fixed rate long-term debt.

         FUEL PRICES - The Company is dependent on diesel fuel to operate its
         fleet of rigs. Diesel fuel prices are subject to fluctuations due to
         unpredictable factors such as weather, government policies, changes in
         global demand, and global production. To reduce price risk caused by
         market fluctuations, the Company generally follows a policy of hedging
         a portion of its anticipated diesel fuel consumption. The instruments
         used are principally readily marketable exchange traded futures
         contracts that are designated as hedges. The changes in market value of
         such contracts have a high correlation to the price changes of diesel
         fuel. Gains and losses resulting from fuel hedging transactions are
         recognized when the underlying fuel being hedged is used. A 10%
         increase in diesel fuel prices would reduce pre-tax income by $3.9
         million over the next fiscal year.

                                       11

<PAGE>   12

         FOREIGN CURRENCY EXCHANGE RATES - Although the majority of the
         Company's operations are in the United States, the Company does have
         foreign subsidiaries (primarily Canada). The net investments in foreign
         subsidiaries translated into dollars using exchange rates at September
         30, 1999, are $81.1 million. The potential loss in fair value impacting
         other comprehensive income resulting from a hypothetical 10% change in
         quoted foreign currency exchange rates amounts to $8.1 million. The
         Company does not use derivative financial instruments to hedge its
         exposure to changes in foreign currency exchange rates.

YEAR 2000

         Year 2000 ("Y2K" or "Year 2000") issues are being addressed by the
         Company. The Company, like most other major companies, is currently
         addressing a universal problem commonly referred to as "Year 2000
         Compliance," which relates to the ability of computer programs and
         systems to properly recognize and process date sensitive information
         before and after January 1, 2000. The following discussion is based on
         information currently available to the Company.

         The Company has analyzed and continues to analyze its internal
         information technology ("IT") systems ("IT systems") to identify any
         computer programs that are not Year 2000 compliant and implement any
         changes required to make such systems Year 2000 compliant. The Company
         believes that its critical IT systems currently are capable of
         functioning without substantial Year 2000 Compliance problems. Of the
         non-critical, but important, IT systems that are not currently Year
         2000 compliant, the Company believes such IT systems will be Year 2000
         capable in a time frame that will avoid any material adverse effect on
         the Company. Also, the Company does not believe that the expenditures
         related to replacing or upgrading any of its IT systems to make them
         Year 2000 compliant will have a material adverse effect on the
         financial condition or results of operations of the Company. The
         Company has evaluated its critical equipment and critical systems that
         contain embedded software, ("Non-IT systems"), and the Company believes
         that all of its critical Non-IT systems are capable of functioning
         without substantial Year 2000 Compliance problems.

         The Company has engaged a leading computer consulting services firm to
         lead the Year 2000 remediation and testing process. The Company is also
         investigating each of its significant vendors, suppliers, financial
         service organizations, service providers and customers to confirm that
         the Company's operations will not be materially adversely affected by
         the failure of any such third party to have Year 2000 compliant
         computer programs. Regardless of the responses that the Company
         receives from such third parties, the Company is establishing
         contingency plans to reduce the Company's exposure resulting from the
         non-compliance of third parties.

         The Company has approached the Year 2000 project in phases. Phase I of
         the project involved identification of all software used by the
         Company, identification of all significant vendors, and establishment
         of a senior management committee to oversee the project. Phase I was
         completed in the third calendar quarter of 1998. Phase II of the

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<PAGE>   13

         project involves (a) evaluation of each significant vendor and
         evaluation of major customers through letters and questionnaires (b)
         communication with customers concerning any products currently or
         recently sold by the Company that have Year 2000 issues, and (c)
         evaluating the Company's most reasonably likely worst case Year 2000
         scenarios and contingency planning related thereto. Phase II was
         completed in the first calendar quarter of 1999. Phase III involves
         testing of the Company's IT systems and Non-IT systems to confirm Year
         2000 compliance and/or discover any overlooked Year 2000 problems.
         Phase III was completed in the third calendar quarter of 1999. Last,
         Phase IV involves implementation of the Company's contingency plans.
         Phase IV will be completed in the fourth calendar quarter of 1999.

         The Company has material relationships with third parties whose failure
         to be Year 2000 compliant could have materially adverse impacts on the
         Company's business, operations or financial condition in the future.
         Third parties that are considered to be in this category for Y2K
         purposes include critically important customers, suppliers, vendors and
         public entities such as government regulatory agencies, utilities,
         financial entities and others.

         The Company derives most of its net operating revenues from the
         transportation of new and used automobiles and light trucks for all
         major domestic and foreign automotive manufacturers. The Company has
         made Y2K awareness information available to all customers and has asked
         each customer to advise the Company of its plans for reaching Y2K
         readiness. The Company has also contacted the customers to inquire
         about actions being taken with respect to third parties. Further action
         may be taken by the Company as it deems appropriate in particular
         cases.

         The Company classifies as critical those suppliers of products or
         services that, if interrupted, would materially disrupt the Company's
         ability to conduct operations. The Company completed reviews of these
         products and service providers during the third quarter of 1999.

         In the first calendar quarter of 1999, the Company began the planning
         and implementation of a Y2K program involving interaction with and
         assessment of public entities such as government regulatory agencies,
         utilities, financial entities and others.

         The Company has prepared contingency plans relating specifically to
         identify Y2K risks, and cost estimates relating to these plans are
         being developed. The Company began training designated employees in Y2K
         contingency planning matters during the first calendar quarter of 1999,
         and completed the Y2K contingency plans during the third calendar
         quarter of 1999. Contingency plans include establishing alternative
         means of communicating with employees at terminal locations and with
         customers, and other appropriate measures. Y2K contingency plans and
         related cost estimates will be continually refined, as additional
         information becomes available.

         While the Company currently believes that it will be able to modify or
         replace its affected systems in time to minimize any significant
         detrimental effects on its operations, failure to do so, or the failure
         of customers or other third parties to modify or replace their

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<PAGE>   14

         affected systems, could have materially adverse impacts on the
         Company's business, operations or financial condition in the future.
         There can be no guarantee that such impacts will not occur. In
         particular, because of the interdependent nature of business systems,
         the Company could be materially adversely affected if private
         businesses, utilities and governmental entities with which it does
         business or that provide essential products or services are not Year
         2000 compliant. Reasonably likely consequences of failure by the
         Company or third parties to resolve the Y2K problem include, among
         other things, temporary slowdowns or cessation of delivery operations
         at one or more Company terminals, or delays in the delivery of
         vehicles. However, the Company believes that its Y2K readiness program,
         including related contingency planning, should significantly reduce the
         possibility of significant interruptions of normal operations.

         As of September 30, 1999, the Company's total incremental costs
         (historical plus estimated future costs) of addressing Y2K issues are
         estimated to be in the range of $5.0 million, of which approximately
         $4.1 million has been incurred. The Company believes that approximately
         30% of the costs expected to be incurred in 1999 will be internal
         costs, including compensation and benefits of employees assigned
         primarily to Y2K procedures. Internal costs addressing Y2K issues
         during 1998 were not material. These costs are being funded through
         operating cash flow. These amounts do not include: (i) any costs
         associated with the implementation of contingency plans, which are in
         the process of being developed, or (ii) costs associated with
         replacements of computerized systems or equipment in cases where
         replacement was not accelerated due to Y2K issues.

         Implementation of the Company's Y2K plan is an ongoing process.
         Consequently, the above-described estimates of costs and completion
         dates for the various components of the plan are subject to change.

         The preceding discussion on Y2K contains various forward-looking
         statements that represent the Company's beliefs or expectations
         regarding future events. When used in the Y2K discussion, the words
         "believes," "expects," "estimates" and similar expressions are intended
         to identify forward-looking statements. Forward-looking statements
         include, without limitation, the Company's expectations as to when it
         will complete the remediation and testing phases of its Y2K procedures
         as well as its Y2K contingency plans; its estimated cost of achieving
         Y2K readiness; and the Company's belief that its internal systems and
         equipment will be Year 2000 ready in a timely manner. All
         forward-looking statements involve a number of risks and uncertainties
         that could cause the actual results to differ materially from the
         projected results. Factors that may cause these differences include,
         but are not limited to, the availability of qualified personnel and
         other information technology resources; the ability to identify and
         remediate all date sensitive lines of computer code or to replace
         embedded computer chips in affected systems or equipment; and the
         actions of governmental agencies or other third parties with respect to
         Y2K problems.

         The Company does not currently believe that any of the foregoing will
         have a material adverse effect on its financial condition or its
         results of operations. However, the process of evaluating the Company's
         third party vendors and their systems is ongoing. Although not
         expected, failures of critical suppliers, critical customers, critical
         IT systems or

                                       14

<PAGE>   15

         critical Non-IT systems could have a material adverse effect on the
         Company's financial condition or results of operations. As widely
         publicized, Year 2000 Compliance has many issues and aspects, not all
         of which the Company is able to accurately forecast or predict. There
         is no way to assure that Year 2000 Compliance will not have adverse
         effects on the Company, some of which could be material.

         SEASONALITY AND INFLATION

         The Company's revenues are seasonal, with the second and fourth
         quarters generally experiencing higher revenues than the first and
         third quarters. The volume of vehicles shipped during the second and
         fourth quarters is generally higher due to the introduction of new
         models which are shipped to dealers during those periods and the higher
         spring and early summer sales of automobiles and light trucks. During
         the first and third quarters, vehicle shipments typically decline due
         to lower sales volume during those periods and scheduled plant shut
         downs. Inflation has not significantly affected the Company's results
         of operations.

         CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         Statements in this quarterly report on Form 10-Q contains
         forward-looking statements, including statements regarding, among other
         items, (i) the Company's plans, intentions or expectations, (ii)
         general industry trends, competitive conditions and customer
         preferences, (iii) the Company's management information systems, and
         its ability to resolve any Year 2000 issues related thereto (iv) the
         Company's efforts to reduce costs, (v) the adequacy of the Company's
         sources of cash to finance its current and future operations and (vi)
         resolution of litigation without material adverse effect on the
         Company. This notice is intended to take advantage of the "safe harbor"
         provided by the Private Securities Litigation Reform Act of 1995 with
         respect to such forward-looking statements. These forward-looking
         statements involve a number of risks and uncertainties. Among others,
         factors that could cause actual results to differ materially are the
         following: economic recessions or downturns in new vehicle production
         or sales; the highly competitive nature of the automotive distribution
         industry; dependence on the automotive industry; loss or reduction of
         revenues generated by the Company's major customers; the variability of
         quarterly results and seasonality of the automotive distribution
         industry; labor disputes involving the Company or its significant
         customers; the dependence on key personnel who have been hired or
         retained by the Company; the availability of strategic acquisitions or
         joint venture partners; changes in regulatory requirements which are
         applicable to the Company's business; changes in vehicle sizes and
         weights which may adversely impact vehicle deliveries per load; the
         ability to increase the rates charged to customers; risks associated
         with doing business in foreign countries; problems related to
         information technology systems and computations that must be made by
         the Company or its customers and vendors in 1999, 2000 or beyond; and
         the risk factors listed herein from time to time in the Company's
         Securities and Exchange Commission reports, including but not limited
         to, its Annual Reports on Form 10-K or 10-Q.

                                       15

<PAGE>   16

PART II.

ITEM 1.  LEGAL PROCEEDINGS.

         Refer to Note 7 on Page 8 of this Report on Form 10-Q for information
         on legal proceedings.


ITEM 5.  OTHER INFORMATION.

         The agreement by and between the Company and Ford Motor Company
         ("Ford") dated April 3, 1992 (the "Agreement") provided for an initial
         term ending on May 31, 1999. The parties have been operating pursuant
         to the terms of the Agreement since May 31, 1999 on a month to month
         basis. The Company and Ford entered into an extension of the Agreement
         effective August 1, 1999 which sets forth revised economic and other
         terms and provides that the parties will continue to operate on a month
         to month basis.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits:

              (1)  Exhibit 10.10* - Amendment to Agreement between Allied
                   Automotive Group, Inc. and the Ford Motor Company dated
                   October 21, 1999

         EXHIBIT 27 FINANCIAL DATA SCHEDULE

         (b)      Reports on Form 8-K: The Company filed a report on Form 8-K on
                  October 25, 1999 in order to report the approval by the
                  Company of a stock repurchase program whereby the Board of
                  Directors authorized the Company to repurchase up to 500,000
                  shares of common stock, subject to approval by the Company's
                  lenders.

                 *Portions of Amendment are deleted pursuant to a request for
                  confidential treatment filed separately with the Securities
                  and Exchange Commission in accordance with Rule 24b-2 under
                  the Securities Exchange Act of 1934.


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<PAGE>   17



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Allied Holdings, Inc.



November 11, 1999                  /s/ A. Mitchell Poole, Jr.
-----------------                  -----------------------------------
    (Date)                         A. Mitchell Poole, Jr.
                                   on behalf of Registrant as
                                   President, Chief Operating Officer,
                                   and Assistant Secretary



November 11, 1999                  /s/ Daniel H. Popky
-----------------                  -----------------------------------
    (Date)                         Daniel H. Popky
                                   on behalf of Registrant as
                                   Senior Vice President, Finance
                                   and Chief Financial Officer

                                       17