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.1)*
ABX Air, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
00080S101
(CUSIP Number)
December 31, 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
1,482,102
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,482,102
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,482,102
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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)
LCG Select, 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
42,129
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
42,129
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
42,129
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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)
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
1,946,372
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,946,372
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,946,372
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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)
LCG Select, 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
558,099
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
558,099
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
558,099
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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
4,612,645
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,612,645
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,612,645
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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
4,612,645
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,612,645
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,612,645
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
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
1,524,231
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,524,231
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,524,231
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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
4,612,645
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,612,645
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,612,645
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of ABX Air, Inc. (the "Issuer") beneficially
owned by the Reporting Persons identified in Item 2(a) below as of December 31,
2005, and amends and supplements the Schedule 13G originally filed on February
24, 2005 (collectively, the "Schedule 13G"). Except as set forth herein, the
Schedule 13G is unmodified.
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 (the "Onshore
Fund").
- LCG Select, LLC, a Delaware limited liability company (the "Select
Onshore Fund").
- Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company
("Offshore Fund").
- LCG Select Offshore, Ltd., a Cayman Islands exempted company (the
"Select 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 ("Mr. Leone").
Luxor Capital Group is the investment manager of the Onshore Fund, the Select
Onshore Fund, the Offshore Fund and the Select 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 managing member of Luxor Management. LCG
Holdings is the general partner of the Onshore Fund and the managing member of
the Select Onshore Fund. Mr. Leone is the managing member 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
the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select
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 the Onshore
Fund and the Select Onshore Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund, the Select Onshore Fund,
Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth
Avenue, 19th Floor, New York, New York 10153.
The business address of each of the Offshore Fund and Select 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 the Select Onshore Fund, Luxor Management and LCG Holdings is a
limited liability company formed under the laws of the State of Delaware.
Each of the Onshore Fund and Luxor Capital Group is a limited partnership
formed under the laws of the State of Delaware.
Each of the Offshore Fund and Select Offshore Fund is a company formed
under the laws of the Cayman Islands.
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) The Onshore Fund beneficially owns 1,482,102 shares of Common
Stock.
(ii) The Select Onshore Fund beneficially owns 42,129 shares of Common
Stock.
(iii) The Offshore Fund beneficially owns 1,946,372 shares of Common
Stock.
(iv) The Select Offshore Fund beneficially owns 558,099 shares of
Common Stock.
(v) Luxor Capital Group, as the investment manager of the Onshore
Fund, the Select Onshore Fund, the Offshore Fund and the Select
Offshore Fund, may be deemed to beneficially own the 4,028,702 shares
of Common Stock held by them, and an additional 583,943 shares of
Common Stock held in accounts that it separately manages.
(vi) 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.
(vii) LCG Holdings may be deemed to be the beneficial owner of the
shares of Common Stock held by the Onshore Fund and Select Onshore
Fund.
(viii) Mr. Leone may be deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by LCG Holdings.
(ix) Collectively, the Reporting Persons beneficially own 4,612,645
shares of Common Stock.
(b) Percent of Class:
(i) The Onshore Fund's beneficial ownership of 1,482,102 shares of
Common Stock represents 2.5% of all of the outstanding shares of
Common Stock.
(ii) The Select Onshore Fund's beneficial ownership of 42,129 shares
of Common Stock represents 0.1% of all of the outstanding shares of
Common Stock.
(iii) The Offshore Fund's beneficial ownership of 1,946,372 shares of
Common Stock represents 3.3% of all of the outstanding shares of
Common Stock.
(iv) The Select Offshore Fund's beneficial ownership of 558,099 shares
of Common Stock represents 1.0% of all of the outstanding shares of
Common Stock.
(v) LCG Holdings' beneficial ownership of the 1,524,231 shares of
Common Stock represents 2.6% of all of the outstanding shares of
Common Stock.
(iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 4,612,645 shares of Common Stock represents
7.9% of all of the outstanding shares of Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of
4,612,645 shares of Common Stock represents 7.9% 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:
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to vote or direct
the vote of the 1,482,102 shares of Common Stock held by the
Onshore Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 42,129 shares of Common Stock held by
the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of
the 1,946,372 shares of Common Stock held by the Offshore
Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor
Management and Mr. Leone have shared power to vote or direct
the vote of the 558,099 shares of Common Stock held by the
Select Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to vote or direct the vote of the 583,943
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:
The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor
Management and Mr. Leone have shared power to dispose or
direct the disposition of the 1,482,102 shares of Common
Stock beneficially held by the Onshore Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to dispose
or direct the disposition of the 42,129 shares of Common
Stock beneficially held by the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the
disposition of the 1,946,372 shares of Common Stock held by
the Offshore Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor
Management and Mr. Leone have shared power to dispose or
direct the disposition of the 558,099 shares of Common Stock
held by the Select Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have
shared power to dispose or direct the disposition of the
583,943 shares of Common Stock beneficially owned by Luxor
Capital Group through the separate accounts it manages.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
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 14, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG SELECT, LLC
By: LCG Holdings, LLC, as Managing Member
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG SELECT, OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG HOLDINGS, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR MANAGEMENT, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
/s/ Elena Cimador
-------------------
Elena Cimador,
as power of Attorney for
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 24, 2005, as
amended, 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.
Dated: February 14, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG SELECT, LLC
By: LCG Holdings, LLC, as Managing Member
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR SELECT, OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG HOLDINGS, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR MANAGEMENT, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
/s/ Elena Cimador
-------------------
Elena Cimador,
as power of Attorney for
Christian Leone
EXHIBIT B
Luxor Capital Partners, LP
LCG Select, LLC
Luxor Capital Partners Offshore, Ltd.
LCG Select Offshore, Ltd.
Luxor Capital Group, LP
LCG Holdings, LLC
Luxor Management, LLC
Christian Leone