-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FE0wywtbTT1XgdV30qG6ZIo3CyE4Ui0bUNn0cVvUi86LNE+j/wBONoZpYK2UGLvw /SJzaycVsu8plsw2pFAsLg== 0000921530-03-000675.txt : 20031125 0000921530-03-000675.hdr.sgml : 20031125 20031125162132 ACCESSION NUMBER: 0000921530-03-000675 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031125 GROUP MEMBERS: MR. STEVEN H. BLOOM GROUP MEMBERS: SAGAMORE HILL CAPITAL ADVISORS, LLC GROUP MEMBERS: SAGAMORE HILL CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABX AIR INC CENTRAL INDEX KEY: 0000894081 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 911091619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79181 FILM NUMBER: 031023474 BUSINESS ADDRESS: STREET 1: 145 HUNTER DRIVE CITY: WILIMINGTON STATE: OH ZIP: 45177 MAIL ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAGAMORE HILL CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001133870 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2034227200 SC 13G 1 abxair_13g111703.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ABX AIR, INC. -------------- (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------- (Title of Class of Securities) 0080S101 --------- (CUSIP Number) November 17, 2003 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] 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 on 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). Continued on following pages Page 1 of 10 Pages Exhibit List: Page 9 SCHEDULE 13G CUSIP No. 0080S101 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SAGAMORE HILL CAPITAL MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 3,050,534 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,050,534 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,050,534 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.53% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 0080S101 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SAGAMORE HILL CAPITAL ADVISORS, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 3,050,534 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,050,534 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,050,534 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.53% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 0080S101 Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STEVEN H. BLOOM 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 3,050,534 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,050,534 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,050,534 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.53% 12 Type of Reporting Person (See Instructions) IN; HC Page 5 of 10 Pages Item 1(a) Name of Issuer: ABX Air, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 145 Hunter Drive, Wilmington, Ohio 45177 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Sagamore Hill Capital Management, L.P. ("Sagamore Hill Capital Management"); ii) Sagamore Hill Capital Advisors, LLC ("Capital Advisors"); and iii) Steven H. Bloom ("Mr. Steven Bloom"); This statement relates to securities convertible into shares (as defined herein) held for the account of the Sagamore Hill Hub Fund Ltd., a Cayman Islands corporation ("Hub Fund"). Pursuant to a portfolio management agreement, Sagamore Hill Capital Management serves as investment manager of the Hub Fund. The General Partner of Sagamore Hill Capital Management is Capital Advisors. Mr. Steven Bloom is the sole member of Capital Advisors. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 2 Greenwich Office Park, Greenwich, CT 06831. Item 2(c) Citizenship: 1) Sagamore Hill Capital Management is a Delaware limited partnership; 2) Capital Advisors is a Delaware limited liability company; and 3) Mr. Steven Bloom is a citizen of the United States. Item 2(d) Title of Class of Securities: Common stock, par value $.01 per share (the "Shares"). Item 2(e) CUSIP Number: 0080S101 Page 6 of 10 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: Each of Sagamore Hill Capital Management, Capital Advisors and Mr. Steven Bloom may be deemed the beneficial owner of 3,050,534 Shares issuable upon the conversion of certain convertible bonds held for the account of the Hub Fund. Item 4(b) Percent of Class: The number of Shares of which each of Sagamore Hill Capital Management, Capital Advisors and Mr. Steven Bloom may be deemed to beneficially own constitutes 5.53% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recent quarterly report on Form 10-Q, the number of Shares outstanding was 52,107,129 as of November 14, 2003). Item 4(c) Number of shares as to which such person has: Sagamore Hill Capital Management (i) Sole power to vote or direct the vote: 3,050,534 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,050,534 (iv) Shared power to dispose or to direct the disposition of: 0 Capital Advisors (i) Sole power to vote or direct the vote: 3,050,534 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,050,534 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Steven Bloom (i) Sole power to vote or direct the vote: 3,050,534 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,050,534 (iv) Shared power to dispose or to direct the disposition of: 0 Page 7 of 10 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of the Hub Fund have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Hub Fund in accordance with their ownership interests in the Hub Fund. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 25, 2003 SAGAMORE HILL CAPITAL MANAGEMENT, L.P. By: /s/ Steven H. Bloom ------------------------------------ Steven H. Bloom President Date: November 25, 2003 SAGAMORE HILL CAPITAL ADVISORS, LLC By: /s/ Steven H. Bloom ------------------------------------ Steven H. Bloom Sole Member Date: November 25, 2003 STEVEN H. BLOOM /s/ Steven H. Bloom ---------------------------------------- Page 9 of 10 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated as of November 25, 2003, by and among Sagamore Hill Capital Management, L.P., Sagamore Hill Capital Advisors, LLC, and Mr. Steven H. Bloom......... 10 Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of ABX Air, Inc., dated as of November 25, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: November 25, 2003 SAGAMORE HILL CAPITAL MANAGEMENT, L.P. By: /s/ Steven H. Bloom ------------------------------------ Steven H. Bloom President Date: November 25, 2003 SAGAMORE HILL CAPITAL ADVISORS, LLC By: /s/ Steven H. Bloom ------------------------------------ Steven H. Bloom Sole Member Date: November 25, 2003 STEVEN H. BLOOM /s/ Steven H. Bloom ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----