Allied Holdings, Inc. SC 13D/A No. 2 - A. Weber 12/07/2005

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

 

 

 

Information to be Included in Statements Filed Pursuant

 

 

to Rule 13d-1(a) and Amendments thereto Filed

 

 

Pursuant to Rule 13d-2(a)

 

 

 

 

(Amendment No. 2)*

 

 

 

 ALLIED HOLDINGS, INC.

(Name of Issuer)

 

 COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

 

                                            

 019223106

                                           

 

               (CUSIP Number)               

 

 

JB Capital Partners, L.P.

5 Evan Place

Armonk, New York 10504

(914) 273-4866

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 27, 2005

(Date of Event Which Requires Filing of this Statement)

                                                                                                                                                          

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

 

CUSIP No. 019223 10 6

 Page 2 of 5 Pages

 

 

1.

 

Names of Reporting Persons
JB Capital Partners, L.P.

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

(a)

 

 

 

 

 

(b)

x 

 

 

 

 

3.

 

SEC Use Only

 

 

 

4.

 

Source of Funds

 

 

 

WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[    ]

 

6.

Citizenship or Place of Organization

 

Delaware

 

 

 

Number of

7.

Sole Voting Power: -0-

 

Shares

 

 

Beneficially

 

8.

Shared Voting Power: 390,000

 

Owned by

 

 

Each

 

9.

Sole Dispositive Power: -0-

 

Reporting

 

 

Person With

 

10.

Shared Dispositive Power: 390,000

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

390,000

 

 

 

12.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares [   ]

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (9)

 

 

 

4.3%

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

  PN

 

 

 


SCHEDULE 13D

 

CUSIP No. 019223 10 6

 Page 3 of 5 Pages

 

 

 

1.

 

Names of Reporting Persons
Alan W. Weber

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 

(a)

 

 

 

 

 

(b)

x 

 

 

 

 

3.

 

SEC Use Only

 

 

 

4.

 

Source of Funds

 

 

 

PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

 

6.

Citizenship or Place of Organization

 

United States

 

 

 

Number of

7.

Sole Voting Power: 49,100

 

Shares

 

 

Beneficially

 

8.

Shared Voting Power: 390,000

 

Owned by

 

 

Each

 

9.

Sole Dispositive Power: 49,100

 

Reporting

 

 

Person With

 

10.

Shared Dispositive Power: 390,000

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

 

439,100

 

 

 

12.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares [   ]

 

 

 

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (9)

 

 

 

4.9%

 

 

 

14.

 

Type of Reporting Person (See Instructions)

 

 

 

IN

 

 

 


SCHEDULE 13D

CUSIP No. 019223 10 6

 Page 4 of 5 Pages

                     This Statement on Schedule 13D Amendment No. 2 (this "Statement") is filed on behalf of JB Capital Partners, L.P. ("JB Capital") and Alan W. Weber ("Weber" together with JB Capital the "Filing Parties") with the Securities and Exchange Commission (the "Commission").  This Statement amends, as specifically set forth herein, the Statement on Schedule 13D with respect to the Common Stock, no par value (the "Common Stock"), of Allied Holdings, Inc. ("Allied Holdings" or the "Issuer") filed on June 15, 2004 (the "Initial Statement") with the Commission, as amended by Amendment No. 1 filed on October 19, 2004 with the Commission.  This cover page for the Filing Parties is hereby amended to read as shown in this Statement.  Item 5 is hereby amended to read as shown in this Statement.  All other items remain unchanged.

Item 5 is hereby amended to show the following:

Item 5.  Interest in Securities of the Issuer

(a)-(b)  The aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of a group, is as follows:

Filing Parties

Aggregate Number of Shares

Number of Shares: Sole Power to Vote or Dispose

Number of Shares: Shared Power to Vote or Dispose:

Approximate Percentage

JB Capital

390,000

0

390,000

4.3%

Alan W. Weber (1)

49,100

49,100

439,100

4.9%

* Based on 8,980,329 shares of Common Stock, no par value, outstanding as of December 2, 2005, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2005.

(1) This amount includes Common Stock beneficially owned and held in the accounts of Mr. Weber's children.  Mr. Weber has investment discretion over the account of his children.

(c) During the past 60 days, the filing Parties effected no transactions in the Common Stock other than those set for the in the following table:

Filing Party

Date

Buy or Sell

Number of Shares

Price

JB Capital Partners

12/06/2005

Sell

300,000

$0.25

JB Capital Partners

12/07/2005

Sell

50,000

$0.3517

SCHEDULE 13D

CUSIP No. 019223 10 6

 Page 5 of 5 Pages

(d) No persons other than the Filing Parties is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock, beneficially owned by the Filing Parties.

(e) On December 7, 2005, the Filing Parties ceased to be the beneficial owner of more than 5% of the Issuer's Common Stock.

SIGNATURE

                  After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 24, 2006

JB Capital Partners, L.P.

By:

/s/ Alan W. Weber

Name: Alan W. Weber

Title: General Partner

By:

/s/ Alan W. Weber

Alan W. Weber