-----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, R7z0XJjlpanNmRbx3c+FJKfSjvt/9xiWemqIDIz3DSapRDgLSCHGA9LdLG2hXhfG Beo/aVsRr5dWw961jaSFXQ== 0000950137-08-002321.txt : 20080214 0000950137-08-002321.hdr.sgml : 20080214 20080214155337 ACCESSION NUMBER: 0000950137-08-002321 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: HARINA KAPOOR GROUP MEMBERS: PABRAI INVESTMENT FUND 3, LTD. GROUP MEMBERS: THE PABRAI INVESTMENT FUND II, L.P. GROUP MEMBERS: THE PABRAI INVESTMENT FUND IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABX Holdings, Inc. CENTRAL INDEX KEY: 0000894081 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 261631624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79181 FILM NUMBER: 08615147 BUSINESS ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 BUSINESS PHONE: 937-382-5591 MAIL ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 FORMER COMPANY: FORMER CONFORMED NAME: ABX AIR INC DATE OF NAME CHANGE: 19950728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PABRAI MOHNISH CENTRAL INDEX KEY: 0001173334 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 8472245022 MAIL ADDRESS: STREET 1: 1350 BUSCH PARKWAY CITY: BUFFALO GROVE STATE: IL ZIP: 60089-4505 SC 13G/A 1 c23899esc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)
ABX Holdings, Inc.
(Name of Issuer)
Common
 
(Title of Class of Securities)
00080S101
 
(CUSIP Number)
December 31, 2007
 
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o   Rule 13d-1(b)
 
þ   Rule 13d-1(c)
 
o   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).
 
 
Page 1 of 12 Pages

 

 

                     
CUSIP No.
  
00080S101 
   Page  
2 
   of   
12 pages 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Pabrai Investment Fund II, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Illinois
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,968,350
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,968,350
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,968,350
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.4%
     
12   TYPE OF REPORTING PERSON
   
  PN

 

                     
CUSIP No.
  
00080S101 
   Page  
3 
   of   
12 pages 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Pabrai Investment Fund 3, Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,938,827
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,938,827
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,938,827
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.3%
     
12   TYPE OF REPORTING PERSON
   
  CO

 

                     
CUSIP No.
  
00080S101 
   Page  
4 
   of   
12 pages 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Pabrai Investment Fund IV, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,604,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,604,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,604,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.7%
     
12   TYPE OF REPORTING PERSON
   
  PN

 

                     
CUSIP No.
  
00080S101 
   Page  
5 
   of   
12 pages 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Harina Kapoor
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,501
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    6,501
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,501*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  **
     
12   TYPE OF REPORTING PERSON
   
  IN
* Includes (a) 2,400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai, and (b) 1 share held by the IRA FBO Harina Kapoor.
** Less than one-tenth of one percent.

 

                     
CUSIP No.
  
00080S101 
   Page  
6 
   of   
12 pages 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Mohnish Pabrai
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,517,678
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 8   SHARED DISPOSITIVE POWER
     
    5,517,678
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,517,678*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.4%
     
12   TYPE OF REPORTING PERSON
   
  IN
 
*  Includes (a) 4100 shares held by Ms. Kapoor, (b) 1 share held by the IRA FBO Harina Kapoor, and (c) 2400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai.

 

 

CUSIP No. 00080S101   Page 7 of 12 pages
     
Item 1. (a) Name of Issuer.
  ABX Holdings, Inc.
     
Item 1. (b) Address of Issuer’s Principal Executive Offices.
  145 Hunter Drive
 
  Wilmington, OH 45177
Item 2. (a) Name of Person Filing.
     This Schedule 13G/A is filed on behalf of The Pabrai Investment Fund II, L.P., an Illinois limited partnership (“PIF2”), Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation (“PIF3”), The Pabrai Investment Fund IV, L.P., a Delaware limited partnership (“PIF4”), Dalal Street, LLC, a California limited liability company (“Dalal Street”), which is general partner of PIF2 and PIF4 and sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, sole shareholder and chief executive officer of Dalal Street and a shareholder and president of PIF3 (collectively, the “Reporting Persons”), pursuant to a Joint Reporting Agreement dated February 14, 2008, filed by the Reporting Persons as Exhibit A to this Schedule 13G/A.
Item 2. (b) Address of Principal Business Office or, if none, Residence.
114 Pacifica
Suite 240
Irvine, CA 92618-3321
Item 2. (c) Citizenship.
     PIF2 is an Illinois limited partnership. PIF4 is a Delaware limited partnership. PIF3 is a British Virgin Islands corporation. Dalal Street is a California limited liability company. Mohnish Pabrai is a United States citizen and his wife, Harina Kapoor, is also a United States citizen.
Item 2. (d) Title of Class of Securities. Common Stock.
Item 2. (e) CUSIP Number. 00080S101
Item 3.   If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:
         Not applicable.
Item 4. Ownership.
(a) and (b).
     This Schedule 13G/A shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the “Act”) or for other purposes, is the beneficial owner of any securities covered by this statement. By virtue of the relationships between and among (i) Dalal

 

 

CUSIP No. 00080S101   Page 8 of 12 pages
Street in its capacity as the general partner and investment manager of PIF2, PIF4 and PIF3, respectively, (ii) Mohnish Pabrai, in his capacity as sole shareholder and chief executive officer of Dalal Street and as president of PIF3 and (iii) the other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the Common Units held by the other Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the Common Units held by members of the group. The Reporting Persons disclaim membership in a group and disclaim beneficial ownership of any of the Common Units except as follows.
                 
    Common Units    
Reporting Person   Beneficially Owned   % of Class (‡)
The Pabrai Investment Fund II, L.P.
     1,968,350       3.4 %
 
                
Pabrai Investment Fund 3, Ltd.
     1,938,827       3.3 %
 
                
Pabrai Investment Fund IV, L.P.
     1,604,000       2.7 %
 
                
Harina Kapoor
     6,501 **       *
 
                
Mohnish Pabrai
     5,517,678 ***     9.4 %
 
*   Less than one-tenth of one percent.
 
**   Includes (a) 2400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai, and (b) 1 share held by the IRA FBO Harina Kapoor.
 
***   Includes (a) 4100 shares held by Ms. Kapoor, (b) 1 share held by the IRA FBO Harina Kapoor, and (c) 2400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai.
 
‡   All percentages in this table are based on the 58,684,437 shares of Common Stock of ABX Holdings, Inc. issued and outstanding as of November 9, 2007, as reported in the Form 10-Q for the quarterly period ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007.
(c)
     Dalal Street and Mohnish Pabrai, in his capacity as chief executive officer of Dalal Street have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares set forth opposite the name of each of PIF2, PIF4 and PIF3 in the table above. Dalal Street and Mohnish Pabrai disclaim beneficial ownership of any such shares except to the extent of their pecuniary interest therein, if

 

 

CUSIP No. 00080S101   Page 9 of 12 pages
any. Mohnish Pabrai and Harina Kapoor share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 6,501 shares set forth opposite their names in the table above. Harina Kapoor, in her capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares held by the IRA FBO Harina Kapoor. Mohnish Pabrai disclaims beneficial ownership of any such Common Units held by the IRA FBO Harina Kapoor except to the extent of his pecuniary interest therein, if any.
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: o
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
         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.
         Not applicable.
Item 8. Identification and Classification of Members of the Group.
     This Schedule 13G/A is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationships among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13 of the Act and the Rules promulgated thereunder. However, the Reporting Persons deny such group status.
Item 9. Notice of Dissolution of Group.
         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 that purpose or effect.

 

 

CUSIP No. 00080S101   Page 10 of 12 pages
SIGNATURES
          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.
Dated: February 14, 2008
                 
THE PABRAI INVESTMENT FUND II, L.P.    
 
                
    By:   Dalal Street, LLC, Its General Partner    
 
                
 
      By:   /s/ Mohnish Pabrai     
 
         
 
Mohnish Pabrai, Chief Executive Officer 		   
 
                
PABRAI INVESTMENT FUND 3, LTD.    
 
                
 
  By:   /s/ Mohnish Pabrai     
             
        Mohnish Pabrai, President    
 
                
THE PABRAI INVESTMENT FUND IV, L.P.    
 
                
    By:   Dalal Street, LLC, Its General Partner    
 
                
 
      By:   /s/ Mohnish Pabrai     
 
         
 
Mohnish Pabrai, Chief Executive Officer 		   
 
                
DALAL STREET, LLC    
 
                
 
  By:   /s/ Mohnish Pabrai     
             
        Mohnish Pabrai, Chief Executive Officer    
 
                
/s/ Harina Kapoor    
     
Harina Kapoor    
 
                
/s/ Mohnish Pabrai    
     
Mohnish Pabrai    

 

 

CUSIP No. 00080S101   Page 11 of 12 pages
EXHIBIT INDEX
     
EXHIBIT   DESCRIPTION
 
EXHIBIT A
  JOINT REPORTING AGREEMENT

 

 

CUSIP No. 00080S101   Page 12 of 12 pages
EXHIBIT A
JOINT REPORTING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed on or about this date with respect to the beneficial ownership of the undersigned of shares of ABX Holdings, Inc. is being filed on behalf of each of the parties named below.
Dated: February 14, 2008
                 
THE PABRAI INVESTMENT FUND II, L.P.    
 
                
    By:   Dalal Street, LLC, Its General Partner    
 
                
 
      By:   /s/ Mohnish Pabrai     
 
         
 
Mohnish Pabrai, Chief Executive Officer 		   
 
                
PABRAI INVESTMENT FUND 3, LTD.    
 
                
 
  By:   /s/ Mohnish Pabrai     
             
        Mohnish Pabrai, President    
 
                
THE PABRAI INVESTMENT FUND IV, L.P.    
 
                
    By:   Dalal Street, LLC, Its General Partner    
 
                
 
      By:   /s/ Mohnish Pabrai     
 
         
 
Mohnish Pabrai, Chief Executive Officer 		   
 
                
DALAL STREET, LLC    
 
                
 
  By:   /s/ Mohnish Pabrai     
             
        Mohnish Pabrai, Chief Executive Officer    
 
                
/s/ Harina Kapoor    
     
Harina Kapoor    
 
                
/s/ Mohnish Pabrai    
     
Mohnish Pabrai    

 

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