UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 13d-2(b)
(AMENDMENT NO. )*
ABX Air, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
00080S101
(CUSIP Number)
February 14, 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)
*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).
(Continued on the Following Pages)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
1,216,982
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,216,982
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,216,982
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,424,118
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,424,118
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,424,118
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
3,452,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,452,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,452,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
3,452,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,452,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,452,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
1,216,982
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,216,982
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,216,982
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,452,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,452,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,452,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
ABX Air, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
145 Hunter Drive
Wilmington, Ohio 45177
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
- Luxor Capital Partners, LP, a Delaware limited partnership ("Luxor
Capital Partners").
- Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company
("Offshore Fund").
- Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital
Group").
- Luxor Management, LLC, a Delaware limited liability company ("Luxor
Management").
- LCG Holdings, LLC, a Delaware limited liability company
("LCG Holdings").
- Christian Leone, a United States Citizen ("Leone").
Luxor Capital Group is the investment manager of Luxor Capital Partners and the
Offshore Fund, and is also the manager of other separate accounts. Luxor
Management is the general partner of Luxor Capital Group. Mr. Leone is the
manager of Luxor Management. LCG Holdings is the general partner of Luxor
Capital Partners. Mr. Leone is the manager of LCG Holdings.
Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have
voting and dispositive power with respect to the shares of Common Stock held by
Luxor Capital Partners and the Offshore Fund. LCG Holdings and Mr. Leone may be
deemed to have voting and dispositive power with respect to the shares of Common
Stock held by Luxor Capital Partners.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of Luxor Capital Partners, Luxor Capital
Group, Luxor Management, LCG Holdings and Mr. Leone is 599 Lexington Avenue,
35th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman Islands.
ITEM 2(c). CITIZENSHIP:
Mr. Leone is a citizen of the United States.
Each of Luxor Management and LCG Holdings is a limited liability company
formed under the laws of the State of Delaware.
Each of Luxor Capital Partners and Luxor Capital Group is a limited
partnership formed under the laws of the State of Delaware.
The Offshore Fund is a company formed under the laws of the Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
00080S101
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 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).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
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:
(i) Luxor Capital Partners beneficially owns 1,216,982 shares of
Common Stock.
(ii) The Offshore Fund beneficially owns 1,424,118 shares of Common
Stock.
(iii) Luxor Capital Group, as the investment manager of Luxor Capital
Partners and the Offshore Fund, may be deemed to beneficially own the
2,641,100 shares of Common Stock held by them, and an additional
811,500 shares of Common Stock held in accounts that it separately
manages.
(iv) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially owned by
Luxor Capital Group.
(v) LCG Holdings may be deemed to be the beneficial owner of the
shares of Common Stock held by Luxor Capital Partners.
(vi) Mr. Leone may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by LCG Holdings.
(vii) Collectively, the Reporting Persons beneficially own 3,452,600
shares of Common Stock.
(b) Percent of Class:
(i) Luxor Capital Partners' beneficial ownership of 1,216,982 shares
of Common Stock represents 2.1% of all of the outstanding shares of
Common Stock.
(ii) The Offshore Fund's beneficial ownership of 1,424,118 shares of
Common Stock represents 2.4% of all of the outstanding shares of
Common Stock.
(iii) LCG Holdings' beneficial ownership of the 1,216,982 shares of
Common Stock beneficially owned by Luxor Capital Partners represents
2.1% of all of the outstanding shares of Common Stock.
(iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 3,452,600 shares of Common Stock represents
5.9% of all of the outstanding shares of Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of
3,452,600 shares of Common Stock represents 5.9% of all of the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
Luxor Capital Partners, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 1,216,982 shares of Common Stock held
by Luxor Capital Partners.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of
the 1,424,118 shares of Common Stock held by the Offshore
Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to vote or direct the vote of the 811,500
shares of Common Stock beneficially owned by Luxor Capital
Group through the separate accounts it manages.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
Luxor Capital Partners, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to dispose
or direct the disposition of the 1,216,982 shares of Common
Stock beneficially held by Luxor Capital Partners.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the
disposition of the 1,424,118 shares of Common Stock held by
the Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to dispose or direct the disposition of the
811,500 shares of Common Stock beneficially owned by Luxor
Capital Group through the separate accounts it manages.
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 Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: February 23, 2005
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By:/s/ Christian Leone
-------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LCG HOLDINGS, LLC
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LUXOR MANAGEMENT, LLC
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Member
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of ABX Air, Inc. dated as of February 23, 2005 is,
and any further amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By:/s/ Christian Leone
-------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LCG HOLDINGS, LLC
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Manager
LUXOR MANAGEMENT, LLC
By:/s/ Christian Leone
-------------------
Christian Leone,
Managing Member
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT B
Luxor Capital Partners, LP
Luxor Capital Partners Offshore, Ltd.
Luxor Capital Group, LP
LCG Holdings, LLC
Luxor Management, LLC
Christian Leone