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