0000919574-05-001001.txt : 20120629
0000919574-05-001001.hdr.sgml : 20120629
20050222162812
ACCESSION NUMBER: 0000919574-05-001001
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050222
DATE AS OF CHANGE: 20050222
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: WORLD AIR HOLDINGS, INC.
CENTRAL INDEX KEY: 0000949240
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 941358276
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45697
FILM NUMBER: 05631528
BUSINESS ADDRESS:
STREET 1: THE HLH BUILDING
STREET 2: 101 WORLD DRIVE
CITY: PEACHTREE CITY
STATE: GA
ZIP: 30269
BUSINESS PHONE: 7706328000
MAIL ADDRESS:
STREET 1: THE HLH BUILDING
STREET 2: 101 WORLD DRIVE
CITY: PEACHTREE CITY
STATE: GA
ZIP: 30269
FORMER COMPANY:
FORMER CONFORMED NAME: WORLD AIRWAYS INC /DE/
DATE OF NAME CHANGE: 19950908
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RHOMBUS CAPITAL MANAGEMENT, LP
CENTRAL INDEX KEY: 0001316313
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 540 MADISON AVENUE, 27TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-289-7700
MAIL ADDRESS:
STREET 1: 540 MADISON AVENUE, 27TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G
1
d548469_13-g.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 RULE 13d-2(b)
(Amendment No.____________)(1)
World Air Holdings, Inc. (WLDA)
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
98142V104
--------------------------------------------------------------------------------
(CUSIP Number)
February 11, 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)
----------
(1) 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 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 No. 98142V104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rhombus Capital Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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
865,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
865,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.43%
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 98142V104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rhombus Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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
865,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
865,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.43%
12. TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 98142V104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Fiszel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
865,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
865,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.43%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 98142V104
---------------------
Item 1(a). Name of Issuer:
World Air Holdings, Inc. (WLDA)
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
The HLH Building, 101 World Drive, Peachtree City, Georgia 30269
____________________________________________________________________
Item 2(a). Name of Person Filing:
Rhombus Capital Management, L.P.
Rhombus Capital Management, LLC
David Fiszel
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
540 Madison Avenue
27th Floor
New York, NY 10022
____________________________________________________________________
Item 2(c). Citizenship:
Rhombus Capital Management, L.P. - Delaware
Rhombus Capital Management, LLC - Delaware
David Fiszel - United States of America
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock
____________________________________________________________________
Item 2(e). CUSIP Number:
98142V104
____________________________________________________________________
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:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 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.
(a) Amount beneficially owned:
Rhombus Capital Management, L.P. - 865,300
Rhombus Capital Management, LLC - 865,300
David Fiszel - 865,300
______________________________________________________________________
(b) Percent of class:
Rhombus Capital Management, L.P. - 5.43%
Rhombus Capital Management, LLC - 5.43%
David Fiszel - 5.43%
______________________________________________________________________
(c) Number of shares as to which such person has:
Rhombus Capital Management, L.P.:
(i) Sole power to vote or to direct the vote 0
_______________________,
(ii) Shared power to vote or to direct the vote 865,300
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 865,300
disposition of _____________________.
Rhombus Capital Management, LLC:
(i) Sole power to vote or to direct the vote 0
_____________________,
(ii) Shared power to vote or to direct the vote 865,300
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 865,300
disposition of _____________________.
David Fiszel:
(i) Sole power to vote or to direct the vote 0
_____________________,
(ii) Shared power to vote or to direct the vote 865,300
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 865,300
disposition of _____________________.
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 [ ].
Not applicable
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person 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
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable
_______________________________________________________________________
Item 10. Certifications.
By signing below I certify that, to the best of my 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 such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 22, 2005
----------------------------------------
(Date)
Rhombus Capital Management, L.P.*
By: Rhombus Capital Management, LLC
its General Partner
By: /s/ David Fiszel*
__________________________
Managing Member
Rhombus Capital Management, LLC*
By: /s/ David Fiszel
__________________________
Managing Member
David Fiszel
/s/ David Fiszel*
__________________________
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
* The Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.
Exhibit A
AGREEMENT
---------
The undersigned agree that this Schedule 13G dated February 22, 2005
relating to the Common Stock of World Air Holdings, Inc. (WLDA) shall be filed
on behalf of the undersigned.
Rhombus Capital Management, L.P.*
By: Rhombus Capital Management, LLC
its General Partner
By: /s/ David Fiszel*
__________________________
Managing Member
Rhombus Capital Management, LLC*
By: /s/ David Fiszel
__________________________
Managing Member
David Fiszel
/s/ David Fiszel*
__________________________
23140.0001 #548469