-----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, PfhUCX+5ircjshpEJjzouTRbCyqD+LDP0S6ytBxLMJ+9Aw5LPAJLpnVcREvHtiqA FXsfZtCw4PdyVIYeU/smVQ== 0001013594-06-000152.txt : 20060215 0001013594-06-000152.hdr.sgml : 20060215 20060214173250 ACCESSION NUMBER: 0001013594-06-000152 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79181 FILM NUMBER: 06617729 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: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 IRS NUMBER: 201394199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-583-4124 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 abx13ga-021406.txt FEBRUARY 14, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.1)* ABX Air, Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 00080S101 (CUSIP Number) December 31, 2005 (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 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 the Following Pages) 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,482,102 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,482,102 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,482,102 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LCG Select, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 42,129 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 42,129 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,129 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Partners Offshore, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,946,372 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,946,372 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,946,372 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LCG Select, Offshore, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 558,099 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 558,099 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 558,099 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Group, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,612,645 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,612,645 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,612,645 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,612,645 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,612,645 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,612,645 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LCG Holdings, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,524,231 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,524,231 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,524,231 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christian Leone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,612,645 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,612,645 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,612,645 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of ABX Air, Inc. (the "Issuer") beneficially owned by the Reporting Persons identified in Item 2(a) below as of December 31, 2005, and amends and supplements the Schedule 13G originally filed on February 24, 2005 (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: - Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund"). - LCG Select, LLC, a Delaware limited liability company (the "Select Onshore Fund"). - Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company ("Offshore Fund"). - LCG Select Offshore, Ltd., a Cayman Islands exempted company (the "Select Offshore Fund"). - Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group"). - Luxor Management, LLC, a Delaware limited liability company ("Luxor Management"). - LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings"). - Christian Leone, a United States Citizen ("Mr. Leone"). Luxor Capital Group is the investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund, and is also the manager of other separate accounts. Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings is the general partner of the Onshore Fund and the managing member of the Select Onshore Fund. Mr. Leone is the managing member of LCG Holdings. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund. LCG Holdings and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Onshore Fund and the Select Onshore Fund. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address of each of the Onshore Fund, the Select Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor, New York, New York 10153. The business address of each of the Offshore Fund and Select Offshore Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman Islands. ITEM 2(c). CITIZENSHIP: Mr. Leone is a citizen of the United States. Each of the Select Onshore Fund, Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware. Each of the Onshore Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware. Each of the Offshore Fund and Select Offshore Fund is a company formed under the laws of the Cayman Islands. 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. (a) Amount beneficially owned: (i) The Onshore Fund beneficially owns 1,482,102 shares of Common Stock. (ii) The Select Onshore Fund beneficially owns 42,129 shares of Common Stock. (iii) The Offshore Fund beneficially owns 1,946,372 shares of Common Stock. (iv) The Select Offshore Fund beneficially owns 558,099 shares of Common Stock. (v) Luxor Capital Group, as the investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund, may be deemed to beneficially own the 4,028,702 shares of Common Stock held by them, and an additional 583,943 shares of Common Stock held in accounts that it separately manages. (vi) Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of the shares of Common Stock beneficially owned by Luxor Capital Group. (vii) LCG Holdings may be deemed to be the beneficial owner of the shares of Common Stock held by the Onshore Fund and Select Onshore Fund. (viii) Mr. Leone may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by LCG Holdings. (ix) Collectively, the Reporting Persons beneficially own 4,612,645 shares of Common Stock. (b) Percent of Class: (i) The Onshore Fund's beneficial ownership of 1,482,102 shares of Common Stock represents 2.5% of all of the outstanding shares of Common Stock. (ii) The Select Onshore Fund's beneficial ownership of 42,129 shares of Common Stock represents 0.1% of all of the outstanding shares of Common Stock. (iii) The Offshore Fund's beneficial ownership of 1,946,372 shares of Common Stock represents 3.3% of all of the outstanding shares of Common Stock. (iv) The Select Offshore Fund's beneficial ownership of 558,099 shares of Common Stock represents 1.0% of all of the outstanding shares of Common Stock. (v) LCG Holdings' beneficial ownership of the 1,524,231 shares of Common Stock represents 2.6% of all of the outstanding shares of Common Stock. (iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's beneficial ownership of 4,612,645 shares of Common Stock represents 7.9% of all of the outstanding shares of Common Stock. (v) Collectively, the Reporting Persons' beneficial ownership of 4,612,645 shares of Common Stock represents 7.9% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 1,482,102 shares of Common Stock held by the Onshore Fund. The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 42,129 shares of Common Stock held by the Select Onshore Fund. The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 1,946,372 shares of Common Stock held by the Offshore Fund. The Select Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 558,099 shares of Common Stock held by the Select Offshore Fund. Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 583,943 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 1,482,102 shares of Common Stock beneficially held by the Onshore Fund. The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 42,129 shares of Common Stock beneficially held by the Select Onshore Fund. The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 1,946,372 shares of Common Stock held by the Offshore Fund. The Select Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 558,099 shares of Common Stock held by the Select Offshore Fund. Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 583,943 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit B. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his 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: February 14, 2006 LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG SELECT, LLC By: LCG Holdings, LLC, as Managing Member By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG SELECT, OFFSHORE, LTD. By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG HOLDINGS, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR MANAGEMENT, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO /s/ Elena Cimador ------------------- Elena Cimador, as power of Attorney for Christian Leone 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 February 24, 2005, as amended, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: February 14, 2006 LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG SELECT, LLC By: LCG Holdings, LLC, as Managing Member By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR SELECT, OFFSHORE, LTD. By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG HOLDINGS, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR MANAGEMENT, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO /s/ Elena Cimador ------------------- Elena Cimador, as power of Attorney for Christian Leone EXHIBIT B Luxor Capital Partners, LP LCG Select, LLC Luxor Capital Partners Offshore, Ltd. LCG Select Offshore, Ltd. Luxor Capital Group, LP LCG Holdings, LLC Luxor Management, LLC Christian Leone -----END PRIVACY-ENHANCED MESSAGE-----