-----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, GUwv18th8bC8bP/oF6cxJzA4KuBY6pnZHQmNIL605/6Hay3MTI6YHDmCwI44tPoH /DMP9QnvUp/UWZwEErvTww== 0001181431-08-049247.txt : 20080820 0001181431-08-049247.hdr.sgml : 20080820 20080820090921 ACCESSION NUMBER: 0001181431-08-049247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080815 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080820 DATE AS OF CHANGE: 20080820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Air Transport Services Group, 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50368 FILM NUMBER: 081029031 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 Holdings, Inc. DATE OF NAME CHANGE: 20080102 FORMER COMPANY: FORMER CONFORMED NAME: ABX AIR INC DATE OF NAME CHANGE: 19950728 8-K 1 rrd216611.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  08/15/2008
 
Air Transport Services Group, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-50368
 
DE
  
26-1631624
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
 
(937) 382-5591
(Registrant’s telephone number, including area code)
 
ABX Holdings, Inc.
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On August 15, 2008, DPWN Holdings (USA), Inc. ("DHL") and ABX Air, Inc. ("ABX"), which is a wholly owned subsidiary of Air Transport Services Group, Inc. ("ATSG"), entered into a Severance and Retention Agreement (the "Agreement") pursuant to which DHL will reimburse ABX for certain costs incurred in providing severance, retention and other benefits to ABX's employees whose employment is terminated in connection with DHL's implementation of its U.S. restructuring plan.

ABX performs services for DHL Network Operations (USA), Inc. pursuant to an ACMI Service Agreement (the "ACMI agreement") and for DHL Express (USA), Inc. pursuant to a Hub and Line-Haul Services Agreement (the "Hub Services agreement"), both dated August 15, 2003. DPWN Holdings (USA), Inc. is the parent of DHL Network Operations (USA), Inc. and DHL Express (USA), Inc., which entities may hereinafter collectively be referred to as "DHL", and guarantees the obligations of its subsidiaries under their respective agreements with ABX. The ACM I and Hub Services agreements accounted for approximately 73% of ATSG's revenues during the first six months of 2008.   

On May 28, 2008, DHL announced plans to restructure its U.S operations by terminating through June 30, 2009, the services of 55 DC-9 aircraft that ABX is operating on behalf of DHL under the ACMI agreement. DHL further announced that it was negotiating an agreement with United Parcel Service, Inc. ("UPS"), pursuant to which it would transfer to UPS no later than by the end of 2009, substantially all of the remaining services that ABX is performing for DHL under the ACMI and Hub Services agreements. ATSG estimates that approximately 6,000 employees working in Wilmington, Ohio will lose their jobs as a result of the restructuring plan, in the event it is fully implemented.

Under the Agreement, DHL will pay to or reimburse ABX for certain costs incurred in providing severance, retention and other benefits to certain employees performing services under the ACMI and Hub Se rvices agreements whose employment is terminated as a result of DHL's implementation of its U.S. restructuring plan. The severance plan benefits include salary continuation and the provision of health insurance COBRA benefits for a defined period based on the number of years the employee has worked for ABX.

DHL will also reimburse ABX for retention benefits paid to certain of ABX's employees that continue working for ABX until their employment is terminated in conjunction with the transition of the services to UPS. The retention benefits are contingent upon DHL consummating an agreement with UPS and will be paid in a lump sum in conjunction with the termination of employment.

DHL will also reimburse ABX for the costs incurred in paying a productivity bonus to certain employees at the end of each month that such employees meet certain attendance goals.

While not provided for under ABX's collective bargaining agreement with its pilots' union, the Agreement also calls upon DHL to reimburse ABX for the c osts incurred, as may be agreed by DHL, in establishing a plan for its pilots, subject to and contingent upon the agreement of ABX and its pilots' union with respect to the terms thereof, to address issues arising from DHL's implementation of its U.S. restructuring plan.

In addition to the foregoing severance, retention and productivity benefits, DHL will reimburse ABX for the costs incurred in providing transition services, such as career counseling and job placement services, to certain ABX employees whose employment is terminated as a result of DHL's restructuring plan.

The costs incurred under the Agreement will vary depending upon the extent to which as well as the speed at which DHL implements its U.S. restructuring plan and are expected to exceed $200 million. These costs will not be marked up or subject to the labor cost limitations under the ACMI and Hub Services agreements.

 
 
Item 7.01.    Regulation FD Disclosure
 
On August 19, 2008, ABX Air, Inc., which is a wholly owned subsidiary of Air Transport Services Group, Inc., issued a press release announcing that it had entered into a severance and retention agreement with DHL and impending job reductions.

A copy of the release is attached hereto as Exhibit 99.1.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(c) Exhibits
   
Exhibit No.    Description
--------------    -----------------
99.1                Press release issued by ABX Air, Inc. on August 19, 2008.
 

 

Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      
 
Air Transport Services Group, Inc.
 
 
Date: August 20, 2008
     
By:
 
/s/    W. Joseph Payne
               
W. Joseph Payne
               
Sr. VP, Corporate Secretary & General Counsel
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
ABX Air Finalizes Severance and Retention Plans
EX-99.1 2 rrd216611_25533.htm ABX AIR FINALIZES SEVERANCE AND RETENTION PLANS FOR IMMEDIATE RELEASE

ABX AIR FINALIZES SEVERANCE AND RETENTION PLANS

Issues Offer for Volunteers

WILMINGTON, OH - August 19, 2008 - ABX Air, Inc., announced it has reached an agreement with DHL on severance and retention plans for impending job reductions.

Following a period of voluntary reductions, ABX Air will serve Workers' Adjustment and Retraining Notification Act (WARN) notices to approximately 200 employees next week. Government officials will be notified as well. Workers will be leaving jobs no later than 60 days from the day they receive the WARN notices.

This reduction is a result of DHL reducing 23 ABX Air DC-9 aircraft this year. These fleet reductions are the first associated with the plan DHL announced at the end of May. DHL has indicated to ABX Air that the DC-9 reductions will continue until all ABX Air DC-9s are parked sometime in 2009.

To assist in the transition for dislocated employees, ABX Air is working closely with the State Rapid Response Team and members of the Five Star Job Centers of Southwest Ohio, who are also coordinating with other surrounding counties. ABX Air has set up an onsite Transition Center to facilitate access to the available support services. Full- and part-time employees will be eligible to receive severance options, which include continued health and welfare coverage. All of these measures are intended to help dislocated workers bridge the employment gap.

"We saw this day coming when we heard the news from DHL on May 28," said ABX Air President John Graber. "Working with DHL, we have been able to offer many of our employees a fair and meaningful severance package."

ABX Air expects that additional notices will be necessary as more DC-9s are removed from the fleet. ABX Air's DC-9 schedule of reductions is not affected by the discussions between DHL and UPS, but by DHL's schedule to park the aircraft, as well as other ABX Air business adjustments.

ABX Air is an air cargo services provider operating out of Wilmington, Ohio, and 15 hubs throughout the United States. In addition to providing airlift capacity and sort facility staffing to DHL, ABX Air is a Part 121 operator and holds a Part 145 FAA Repair certificate. It provides charter, maintenance and package handling services to a diverse group of customers. ABX Air is the largest employer in a several-county area in southwestern Ohio and is a wholly owned subsidiary of Air Transport Services Group, Inc., (NASDAQ: ATSG).

 

Contact:

Beth Huber

ABX Air, Inc.

937-366-2536

-----END PRIVACY-ENHANCED MESSAGE-----