-----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, TF35x5aqVx4LWWHv3c8VJHRbkbmjiMPnl0i7CO0cDbdd9xFNCBB9HPDevPbd7/ps TW5TWhXmfjpI3wPfCogwIQ== 0001181431-09-006823.txt : 20090205 0001181431-09-006823.hdr.sgml : 20090205 20090205171906 ACCESSION NUMBER: 0001181431-09-006823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090205 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090205 DATE AS OF CHANGE: 20090205 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: 09573931 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 rrd232195.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):  02/05/2009
 
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 December 31, 2007, Air Transport Services Group, Inc. (formerly "ABX Holdings, Inc.") ("ATSG"), ABX Air, Inc. ("ABX Air") and certain former shareholders of Cargo Holdings International, Inc. (the "Significant Shareholders") entered into a Securities Purchase Agreement, pursuant to which the Significant Shareholders may loan ATSG and ABX Air $61 million (the "Significant Shareholder Loans"). Also on December 31, 2007, ATSG, ABX Air, the Significant Shareholders and Wells Fargo Bank, National Association (the "Escrow Agent") entered into an Escrow Agreement pursuant to which the Significant Shareholders deposited the $61 million into an escrow account (the "Escrowed Funds"). The Escrowed Funds may only be used to pay off a portion of the Note, dated August 15, 2003, in the original principal amount of $92,948,714, originally issued by ABX Air to Airborne, Inc. (now DHL) (the "DHL Note"). The Escrow Agreement originally provided that the Escrowed Funds would be available to ATSG and ABX Air until April 29, 2008, which period could be extended until July 29, 2008 under certain circumstances (the "Funding Deadline"), if DHL demanded prepayment of the DHL Note prior to the Funding Deadline. On January 14, 2008, ABX Air received a demand for prepayment of the DHL Note from DHL. However, ABX Air did not then, and has not, made a draw upon the Escrowed Funds because it does not believe, and disputes, that DHL has the right to demand prepayment. On March 17, 2008, ATSG, ABX Air and the Significant Shareholders entered into a First Amendment to Escrow Agreement, in which they extended the Funding Deadline until January 31, 2009.

On January 30, 2009, DPWN Holdings (USA), Inc. and ABX Air entered into a tolling agreement pursuant to which DHL agreed that it would not, for a period of 30 days from that date, renew its demand or otherwise take any action with respect to the DHL Note (the "Tolling Agreement"), while the parties discuss various business matters, including the status of the DHL Note.

Thereafter, on Ja nuary 31, 2009, ATSG, ABX Air and the Significant Shareholders entered into a Second Amendment to Escrow Agreement, in which they extended the Funding Deadline until February 6, 2009, at 12:00 Noon EST. ATSG and ABX Air also agreed that they would not terminate, waive or agree to amend or modify any of the provisions of the Tolling Agreement without the express prior written consent of the Significant Shareholders.

 
 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 3, 2009, Air Transport Services Group, Inc. ("ATSG"), announced that J. Christopher Teets had been elected to its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.

Mr. Teets is a partner of Red Mountain Capital Partners, LLC, which owns approximately 6.3 million common shares of ATSG, or nearly 10 percent of the 63.3 million ATSG shares outstanding. Red Mountain has been advising ATSG management on strategic direction since February 2008. ATSG and Red Mountain then signed a confidentiality and standstill agreement under which Red Mountain was granted access to proprietary ATSG information in exchange for its commitment to adhere to certain conditions, including a limit on its investment in ATSG. That agreement expired at the end of 2008. ATSG and Red Mountain have signed a new agreement that will remain in effect during Teets' tenure as a board member of ATSG.

The Board elected Mr. Teets to fill a vacancy created after it expanded the size of the Board from s even to eight directors.

Mr. Teets's term will expire at the Annual Stockholders' Meeting in 2011.

The Board has yet to name Mr. Teets to any of the committees of the Board or to determine those committees of the Board on which he will serve.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(c) Exhibits
   
Exhibit   
No.          Description
-------       -----------
99.          Press Release issued by Air Transport Services Group on February 3, 2009.
 

 

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: February 03, 2009
     
By:
 
/s/    W. Joseph Payne
               
W. Joseph Payne
               
Sr. VP, Corporate General Counsel & Secretary
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.
  
ATSG Elects Teets to Board of Directors
EX-99. 2 rrd232195_27347.htm ATSG ELECTS TEETS TO BOARD OF DIRECTORS ATSG ELECTS TEETS TO BOARD OF DIRECTOR

ATSG ELECTS TEETS TO BOARD OF DIRECTORS

WILMINGTON, Ohio - February 3, 2009 - Air Transport Services Group, Inc., (NASDAQ: ATSG) today announced the election of J. Christopher Teets, a financial professional, to its Board of Directors.

Teets, 36, has served as a partner of Red Mountain Capital Partners LLC, a Los Angeles, Calif. investment management firm, since February 2005. Red Mountain said in an amended Form 13D filing with the Securities and Exchange Commission that it now owns approximately 6.3 million common shares of ATSG, or nearly 10 percent of the 63.3 million ATSG shares outstanding.

Red Mountain has been advising ATSG management on strategic direction since February 2008. Prior to joining Red Mountain, Teets was an investment banker at Goldman Sachs. He is a director of Encore Capital Group Inc. and of Affirmative Insurance Holdings, Inc.

Joe Hete, President and Chief Executive Officer of ATSG, said, "Chris and his colleagues at Red Mountain have provided us with knowledge and perspective that have been valuable during our transition period, and will continue to benefit us into the future."

Teets said he looks forward to working with the board and management to maximize ATSG's opportunities following the decision of its largest customer, DHL, to withdraw from the U.S. domestic market. "After working closely with ATSG's management over the past year as it has diversified and streamlined its business model, I'm convinced that the company's valuable aircraft assets and record of service quality can be leveraged effectively to generate attractive returns on capital," he said.

Teets becomes the eighth director of ATSG. He will be a Class II Director and stand for re-election to the Board at the annual meeting of shareholders in 2011.

About ATSG

ATSG is a leading provider of air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. Through five principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG also provides aircraft leasing, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ATSG's subsidiaries include ABX Air, Inc., Air Transport International, LLC, Capital Cargo International Airlines, Inc., Cargo Aircraft Management, Inc., and LGSTX Services, Inc.

Contact:
ATSG, Inc.
Quint O. Turner, Chief Financial Officer
937-382-5591

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