-----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, HMX9h9w183zLDOhaC4e1TIIQmFvyc+AvE72nxLfDvFy2wE7AWTX9v10j/QxzCVle EDGxmi7oCRmKY3dhBfulBA== 0001181431-10-001302.txt : 20100105 0001181431-10-001302.hdr.sgml : 20100105 20100105172924 ACCESSION NUMBER: 0001181431-10-001302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091219 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100105 DATE AS OF CHANGE: 20100105 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: 10508453 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 rrd262040.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):  12/19/2009
 
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 1.02.    Termination of a Material Definitive Agreement
 
On June 1, 2009, ABX Air, Inc. ("ABX"), a wholly owned subsidiary of Air Transport Services Group, Inc. ("ATSG"), entered into an agreement (the "Lease Assumption and Option Agreement") with DHL Network Operations (USA), Inc. ("DHL"), pursuant to which DHL assumed financial responsibility for the capital leases associated with five Boeing 767 aircraft that ABX is currently operating on behalf of DHL under the ACMI Service Agreement between the parties, dated August 15, 2003 (the "ACMI Agreement"), and (ii) has the option to lease up to four Boeing 767-200 series freighter aircraft from ABX.

Further to the Lease Assumption and Option Agreement, ABX entered into an Aircraft Lease Early Termination & Amendment Agreement, dated December 17, 2009, with Wells Fargo Bank, Northwest, NA, not in its individual capacity but solely as Owner Trustee ("Wells Fargo"), pursuant to which the parties terminated that certain Aircraft Lease Agreement, dated July 31, 2001 (incorporating the terms of the Aircraft Lease Co mmon Terms Agreement, dated July 31, 2001, between General Electric Capital Corporation ("GECC") and ABX (as assigned in favor of Wells Fargo pursuant to the Assignment Assumption and Amendment Agreement, dated December 5, 2006, between GECC, Wells Fargo and ABX), in respect of one Boeing 767-281 aircraft with manufacturer's serial number 23140, effective December 19, 2009. On that same date, Wells Fargo and ABX entered into an operating lease, pursuant to which ABX will continue to operate the aircraft for DHL under the ACMI Agreement. The term of the new operating lease expires on August 15, 2010. The costs incurred under the new operating lease are to be reimbursed by DHL under the terms of the ACMI Agreement.

ABX also entered into another Aircraft Lease Early Termination & Amendment Agreement, dated December 17, 2009, with Wells Fargo, pursuant to which the parties terminated that certain Aircraft Lease Agreement, dated July 31, 2001 (incorporating the terms of the Aircraft Lease Common Term Agreemen t, dated July 31, 2001, between GECC and ABX (as assigned in favor of Wells Fargo pursuant to the Assignment Assumption and Amendment Agreement, dated December 5, 2006, between GECC, Wells Fargo and ABX), in respect of one Boeing 767-281 aircraft with manufacturer's serial number 23022, effective December 30, 2009.

The capital leases for three other Boeing 767 aircraft were previously terminated on July 9, 2009. On that date, ABX and Wells Fargo also entered into an operating lease agreement for those three aircraft, the term of which expires on August 15, 2010, although one or more of those aircraft may be terminated at any time upon thirty days notice. The costs incurred under the lease are to be reimbursed by DHL under the terms of the ACMI Agreement. Please see ATSG's Form 8-K filed on July 14, 2009, for additional information regarding these aircraft.

ABX is also a party to several other agreements with DHL and its affiliates. Under the ACMI Agreement set out above, ABX provides air cargo transp ortation services to DHL on a cost plus basis. ABX also subleases office and hangar space from DHL's affiliate, DHL Express (USA), Inc., in Wilmington, Ohio, the term of which runs concurrently with the term of the ACMI Agreement. Further, ABX and DHL's affiliate, DPWN Holdings (USA), Inc., are parties to a Severance and Retention Agreement, dated August 15, 2008, which specifies employee severance, retention and other benefits that DHL reimburses to ABX for payment to its employees that are displaced in conjunction with DHL's U.S. restructuring plan. Copies of the ACMI Agreement, together with amendments, sublease and the Severance and Retention Agreement have been filed with the SEC.

 
 
Item 7.01.    Regulation FD Disclosure
 
On January 5, 2010, Air Transport Services Group, Inc. ("ATSG") reported that its subsidiary, ABX Air, Inc. ("ABX") and the collective bargaining representative for its flight crewmember employees, had reached an agreement on the disbursement of $75 million provided for under that certain Severance and Retention Agreement between ABX and DPWN Holdings (USA), Inc. and that DPWN Holdings (USA), Inc. had paid ABX the $75 million in December 2009 for distribution.

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 Air Transport Services Group, Inc. on January 5, 2010.
 

 

SIGNATURES
 
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: January 05, 2010
     
By:
 
/s/    W. Joseph Payne
               
W. Joseph Payne
               
Sr. VP, Corporate General Counsel & Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
ABX Air Severance to Pilots
EX-99.1 2 rrd262040_30772.htm ABX AIR SEVERANCE TO PILOTS ABX Air, Inc

ATSG Subsidiary Distributes Severance to Pilots

Improves Pension Funding

WILMINGTON, OHIO - January 5, 2010 - Air Transport Services Group, Inc. (NASDAQ: ATSG) today reported that its subsidiary, ABX Air, Inc. and APA Teamsters Local #1224, which represents its pilots, reached agreement on the disbursement of $75 million provided for under a Severance and Retention Agreement between ABX Air and DHL. DHL committed to provide these funds under this 2008 agreement to address pilot severance and other issues arising from DHL's restructuring of its U.S. business.

DHL paid ABX Air the $75 million in December 2009. In accordance with ABX Air's agreement with the Union, $31.4 million of those funds were contributed to the pilots' defined benefit pension trust on December 29, 2009, and $30.4 million in pilot severance benefits and related taxes were paid prior to December 31, 2009. The remaining $13.2 million of severance benefits is expected to be disbursed in the coming months.

"We are pleased that ABX Air finally reached an agreement with the Union for the disbursement of these severance payments, which will provide much needed help to hundreds of ABX Air pilot families impacted by DHL's decision to restructure its U.S. business," ATSG President and CEO Joe Hete said. "The funding for the pilots' pension trust will improve their retirement security as well as reduce pension obligations on our balance sheet, a key objective of ours."

ABX Air also reported today that the leases for the final two of five 767 aircraft it had operated under capital leases on behalf of DHL were terminated in December 2009. Terminating these two leases will extinguish $18.6 million in debt and remove $8.3 million in net asset book value.

The first three of the five aircraft leases were terminated in the third quarter of 2009, cutting debt by $27.2 million and removing $12.6 million in net asset book value associated with the three aircraft. ABX Air has agreed to continue to operate up to four of these five aircraft under operating lease agreements fully reimbursed by DHL under the terms of its current ACMI agreement.

 

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 six principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides air cargo lift, 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., Airborne Maintenance and Engineering Services, Inc., Cargo Aircraft Management, Inc., and LGSTX Services, Inc. For more information, please see www.atsginc.com.

For more information, contact:
Quint Turner
937-382-5591

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