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Filed Pursuant to Rule 424(b)(1)
Registration Number 333-88102
PROSPECTUS
AIRBORNE, INC. |
$150,000,000 Principal Amount of
5.75% Convertible Senior Notes Due April 1, 2007
and
Shares of Common Stock Issuable Upon Conversion of the Notes
We issued these notes in a private placement in March 2002. This prospectus will be used by selling security holders to resell their notes and the common stock issuable upon conversion of their notes at market prices prevailing at the time of sale, fixed or varying prices determined at the time of sale, or at negotiated prices. The selling security holders may sell the notes or the common stock directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts or commissions. We will not receive any proceeds from this offering.
The notes will mature on April 1, 2007. You may convert the notes into shares of Airborne’s common stock at any time before their maturity unless Airborne has previously redeemed or repurchased them. The conversion rate is 42.7599 shares per each $1,000 principal amount of notes, subject to adjustment in certain circumstances. This is equivalent to a conversion price of approximately $23.39 per share. On January 28, 2003 the last reported sale price for the common stock of Airborne on the New York Stock Exchange was $13.31 per share. The common stock is listed under the symbol “ABF”.
Airborne will pay interest on the notes on April 1 and October 1 of each year. The notes are senior, unsecured obligations of Airborne, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes are unconditionally guaranteed by our wholly owned direct and indirect domestic operating subsidiaries, Airborne Express, Inc., ABX Air, Inc., Sky Courier, Inc., Wilmington Air Park, Inc., Airborne FTZ, Inc., Aviation Fuel, Inc. and Sound Suppression, Inc. The notes are issued only in book-entry form in denominations of $1,000 and integral multiples of $1,000.
On or after April 1, 2005 Airborne has the option to redeem all or a portion of the notes that have not been previously converted at the redemption prices set forth in this prospectus. You have the option, subject to certain conditions, to require Airborne to repurchase any notes held by you in the event of a “change in control”, as described in this prospectus, at a price equal to 100% of the principal amount of the notes plus accrued interest to the date of repurchase. The repurchase price is payable in cash or, at Airborne’s option, and subject to certain conditions, in shares of common stock.
We have not applied for listing of the notes on any securities exchange or for quotation through any automated quotation system. The notes are eligible for trading on The PortalSM Market of the National Association of Securities Dealers, Inc.
Investing in the securities offered hereby involves risks that are described in the“Risk Factors” section beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated February 7, 2003.
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Securities offered | $150,000,000 aggregate principal amount of 5.75% Convertible Senior Notes due April 1, 2007, and the shares of common stock issuable upon conversion of the notes. |
Interest | 5.75% per annum. We will pay interest on the notes semi-annually on April 1 and October 1 of each year. |
Conversion | You may convert the notes into shares of our common stock at a conversion rate of 42.7599 shares of common stock per each $1,000 principal amount of notes, subject to adjustment in certain circumstances. This is equivalent to a conversion price of approximately $23.39 per share. The conversion rate is subject to adjustment in certain events. The notes will be convertible at any time before the close of business on April 1, 2007, unless we have previously redeemed or repurchased the notes. Holders of notes called for redemption or submitted for repurchase will be entitled to convert the notes up to the close of business on the business day immediately preceding the date fixed for redemption or repurchase, as the case may be. |
Ranking | The notes are senior, unsecured obligations of Airborne, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The indenture under which the notes were issued does not restrict the incurrence of senior or other indebtedness or other liabilities by us or any of our subsidiaries. |
Guarantees | The notes are unconditionally guaranteed by our wholly owned direct and indirect domestic operating subsidiaries, Airborne Express, Inc., ABX Air, Inc., Sky Courier, Inc., Wilmington Air Park, Inc., Airborne FTZ, Inc., Aviation Fuel, Inc. and Sound Suppression, Inc., which we refer to as the “guarantor subsidiaries”. |
Global note: Book-entry system | The notes are issued only in fully registered form without interest coupons and in minimum denominations of $1,000. The notes are evidenced by a global note deposited with the trustee for the notes, as custodian for The Depository Trust Company, or DTC. Beneficial interests in the global note will be shown on, and transfers of those beneficial interests can only be made through, records maintained by DTC and its participants. |
Optional redemption by Airborne | We may redeem the notes, at our option, in whole or in part, on or after April 1, 2005, at the redemption prices set forth in this prospectus plus accrued and unpaid interest to the redemption date. |
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Repurchase at option of holders upon a change in control | If a “change in control”, as defined in the indenture under which the notes were issued, occurs, you will have the right, subject to certain conditions and restrictions, to require us to repurchase your notes, in whole or in part, at 100% of their principal amount, plus accrued but unpaid interest to, but excluding, the repurchase date. The repurchase price is payable in cash or, at our option, and subject to certain conditions, in shares of common stock. |
Use of proceeds | We will not receive any of the proceeds from the sale by any selling security holder of the notes or the common stock issuable upon conversion of the notes. |
Risk factors | You should read the “Risk Factors” section, beginning on page 4 of this prospectus, so that you understand the risks associated with an investment in the notes. |
Ratio of earnings to fixed charges | See “Ratio of Earnings to Fixed Charges” on page 10 of this prospectus. |
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• | the magnitude and duration of the adverse impact of the terrorist attacks on the economy in general and business activity in particular; |
• | the higher costs associated with potential new airline security directives and any other increased regulation of air carriers; |
• | the higher costs of insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, and the extent to which such insurance will continue to be available; |
• | our ability to raise additional financing; |
• | the price and availability of jet and motor fuel, and the availability to us of fuel hedges in light of current industry conditions; |
• | the number of pilots who may be called for duty in the reserve forces of the armed services and the resulting impact on our ability to operate as planned; |
• | any resulting declines in the values of the aircraft in our fleet; |
• | the extent of the benefits received by us under the Air Transportation Safety and System Stabilization Act; and |
• | the scope and nature of any future terrorist attacks and resulting government responses. |
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• | $282.4 million of long-term debt; |
• | $381.7 million of operating lease commitments; |
• | $191.1 million of unconditional obligations for committed aircraft and aircraft related acquisitions; |
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• | $43.1 million of capital lease obligations; and |
• | $138.1 million of commercial commitments, including standby letters of credit and surety bonds. |
• | the FAA may issue maintenance directives and other mandatory orders relating to, among other things, inspection of aircraft and replacement of aircraft structures, components and parts, based on the age of the aircraft and other factors; |
• | recent legislation requires that the FAA mandate the installation of collision avoidance systems in all cargo aircraft by October 2003; |
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• | the Transportation Security Administration, or TSA, may adopt security related regulations, including new requirements for the screening of cargo, that could have an impact on our ability to efficiently process cargo or otherwise increase costs in order to comply with new regulatory requirements; and |
• | the TSA may require that we reimburse it for the cost of security services it may provide us in the future. |
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• | a guarantee was incurred by a guarantor subsidiary with intent to hinder, delay or defraud any present or future creditor, or a guarantor subsidiary contemplated insolvency with a design to prefer one or more creditors to the exclusion in whole or in part of others, or |
• | a guarantor subsidiary did not receive fair consideration or reasonably equivalent value for issuing its guarantee, and the guarantor subsidiary was insolvent, |
• | was rendered insolvent by reason of the issuance of the guarantee, |
• | was engaged or about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business, or |
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, |
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• | changes in customer demand patterns, including the impact of technology developments on demand for our services; |
• | operating results that vary from the expectations of securities analysts and investors and changes in estimates of our earnings by securities analysts; |
• | our ability to match aircraft, vehicle and sort capacity with customer shipment volumes; |
• | any inability to use our facilities in Wilmington, Ohio or elsewhere because of bad weather or other factors; |
• | changes in market valuations of other transportation and logistics companies; |
• | general market and economic conditions; |
• | announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | downgrades in the ratings of our or our subsidiaries’ outstanding debt; |
• | announcements by third parties of significant claims or proceedings against us or adverse litigation or arbitration results; and |
• | future sales of our common stock or other equity or debt securities. |
• | the liquidity of any such market that may develop; |
• | the ability of the holders of the notes to sell their notes; or |
• | the price at which the holders of the notes would be able to sell their notes. |
• | prevailing interest rates; |
• | the market price of our common stock; |
• | the market for similar notes; and |
• | our financial performance and the performance of our subsidiaries. |
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Year Ended December 31, | Quarter ended September 30, | |||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | 2001 | 2002 | ||||||
5.68x | 7.94x | 5.53x | 1.40x | — | 1.27 | — |
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Quarter ended | High | Low | ||||
Calendar Year 2003: | ||||||
March 31, 2003 (through January 28, 2003) | $ | 15.71 | $ | 13.23 | ||
Calendar Year 2002: | ||||||
December 31, 2002 | $ | 15.43 | $ | 10.54 | ||
September 30, 2002 | 18.39 | 10.92 | ||||
June 30, 2002 | 23.05 | 16.34 | ||||
March 31, 2002 | 20.67 | 13.97 | ||||
Calendar Year 2001: | ||||||
December 31, 2001 | $ | 14.97 | $ | 9.04 | ||
September 30, 2001 | 14.20 | 8.25 | ||||
June 30, 2001 | 11.80 | 8.54 | ||||
March 31, 2001 | 13.61 | 9.56 |
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• | only in fully registered form; |
• | without interest coupons; |
• | and in denominations of $1,000 and greater multiples. |
• | DTC notifies us that it is unwilling, unable or no longer qualified to continue acting as the depositary for the global note; or |
• | an event of default with respect to the notes represented by the global note has occurred and is continuing. |
• | you cannot receive notes registered in your name if they are represented by the global note; |
• | you cannot receive physical certificated notes in exchange for your beneficial interest in the global note; |
• | you will not be considered to be the owner or holder of the global note or any note it represents for any purpose; and |
• | all payments on the global note will be made to DTC or its nominee. |
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• | DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the Uniform Commercial Code, as amended, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act; |
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• | DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants; |
• | Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations; |
• | Certain participants, or their representatives, together with other entities, own DTC; and |
• | Indirect access to the DTC System is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. |
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• | dividends and other distributions payable in our common stock on shares of our capital stock; |
• | the issuance to all holders of our common stock of rights, options or warrants entitling them to subscribe for or purchase our common stock at less than the then current market price of such common stock as of the record date for shareholders entitled to receive such rights, options or warrants; |
• | subdivisions, combinations and reclassifications of our common stock; |
• | distributions to all holders of our common stock of evidences of our indebtedness, shares of capital stock, cash or assets, including securities, but excluding: |
• | those dividends, rights, options, warrants and distributions referred to above; |
• | dividends and distributions paid exclusively in cash; and |
• | distributions upon mergers or consolidations discussed below; |
• | distributions consisting exclusively of cash, excluding any cash portion of distributions referred to immediately above, or cash distributed upon a merger or consolidation to which the next succeeding bullet point applies, to all holders of our common stock in an aggregate amount that, combined together with: |
• | other all-cash distributions made within the preceding 365-day period in respect of which no adjustment has been made; and |
• | any cash and the fair market value of other consideration payable in connection with any tender offer by us or any of our subsidiaries for our common stock concluded within the preceding 365-day period in respect of which no adjustment has been made, |
• | the successful completion of a tender offer made by us or any of our subsidiaries for our common stock that involves an aggregate consideration that, together with: |
• | any cash and other consideration payable in a tender offer by us or any of our subsidiaries for our common stock expiring within the 365-day period preceding the expiration of that tender offer in respect of which no adjustment has been made; and |
• | the aggregate amount of all cash distributions referred to above to all holders of our common stock within the 365-day period preceding the expiration of that tender offer in respect of which no adjustments have been made, exceeds 10% of our market capitalization on the expiration of such tender offer. |
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Period | Redemption Price | |
Beginning on April 1, 2005 and ending on March 31, 2006 | 102.30% | |
Beginning on April 1, 2006 and ending on March 31, 2007 | 101.15% |
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• | any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global note, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global note; or |
• | any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. |
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• | any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of our capital stock entitling the person to exercise 50% or more of the total voting power of all shares of our capital stock that is entitled to vote generally in elections of directors, other than an acquisition by us, any of our subsidiaries or any of our employee benefit plans; or |
• | we merge or consolidate with or into any other person, another person merges into us or we convey, sell, transfer, lease or otherwise dispose of all or substantially all of our assets to another person, other than any such transaction: |
• | that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and |
• | pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after such transaction; or |
• | any transaction that is effected solely to change our jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of our common stock into solely shares of common stock. |
• | the closing price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change in control or the public announcement of the change in control, in the case of a change in control relating to an acquisition of capital stock, or the period of 10 consecutive trading days ending immediately before the change in control, in the case of change in control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the conversion price of the notes in effect on each of those trading days; or |
• | all of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in a merger or consolidation otherwise constituting a change in control under the first and second bullet points in the preceding paragraph above consists of shares of common stock, depository receipts or other certificates representing common equity interests traded on a national securities exchange or quoted on the Nasdaq National Market, or will be so traded or quoted immediately following such merger or consolidation, and as a result of such merger or consolidation the notes become convertible solely into such common stock, depository receipts or other certificates representing common equity interests. |
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• | the conversion price is equal to $1,000 divided by the conversion rate; |
• | whether a person is a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act; and |
• | “person” includes any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. |
• | the entity formed by such consolidation or into or with which we are merged or the entity to which our properties and assets are so conveyed, transferred, sold or leased, shall be a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any State within the United States or the District of Columbia and, if we are not the surviving entity, the surviving entity assumes the payment of the principal of, premium, if any, and interest on the notes and the performance of our other covenants under the indenture; and |
• | immediately after giving effect to the transaction, no event of default, and no event that, after notice or lapse of time or both, would become an event of default, will have occurred and be continuing. |
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• | we fail to pay principal of or premium, if any, on any note when due; |
• | we fail to pay any interest, including any liquidated damages, on any note when due, which failure continues for 30 days; |
• | we fail to provide notice of a change in control; |
• | we fail to perform any other covenant in the indenture, which failure continues for 60 days following notice as provided in the indenture; |
• | any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by us or any of our significant subsidiaries, in an aggregate principal amount in excess of $10 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after notice as provided in the indenture; and |
• | certain events of bankruptcy, insolvency or reorganization involving us or any of our significant subsidiaries. |
• | you give the trustee written notice of a continuing event of default; |
• | the holders of at least 25% in aggregate principal amount of the outstanding notes have made written request and offered reasonable indemnity to the trustee to institute proceedings; |
• | the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the written request; and |
• | the trustee shall have failed to institute such proceeding within 60 days of the written request. |
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• | with the written consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding; or |
• | by the adoption of a resolution, at a meeting of holders of the notes at which a quorum is present, by the holders of at least 66 2/3% in aggregate principal amount of the notes represented at such meeting. |
• | change the stated maturity of the principal or interest of a note; |
• | reduce the principal amount of, or any premium or interest on, any note; |
• | reduce the amount payable upon a redemption or mandatory repurchase; |
• | modify the provisions with respect to the repurchase rights of holders of notes in a manner adverse to the holders; |
• | modify our right to redeem the notes in a manner adverse to the holders; |
• | impair the right to institute suit for the enforcement of any payment on any note; |
• | modify our obligation to maintain an office or agency in New York City; |
• | modify the ranking of the notes in a manner that is adverse to the holders of the notes; |
• | adversely affect the right to convert the notes other than a modification or amendment required by the terms of the indenture; |
• | modify our obligation to deliver information required under Rule 144A to permit resales of the notes and common stock issued upon conversion of the notes if we cease to be subject to the reporting requirements under the Exchange Act; |
• | reduce the above-stated percentage of the principal amount of the holders whose consent is needed to modify or amend the indenture; |
• | reduce the percentage of the principal amount of the holders whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; or |
• | reduce the percentage required for the adoption of a resolution or the quorum required at any meeting of holders of notes at which a resolution is adopted. |
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• | file with the SEC, within 90 days after the date the notes were originally issued, a shelf registration statement covering resales of the registrable securities; |
• | use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act no later than 180 days after the date the notes were originally issued; and |
• | use our best efforts to keep effective the shelf registration statement until two years after the date the shelf registration statement is declared effective or, if earlier, until there are no outstanding registrable securities. |
• | on or prior to 90 days following the date the notes were originally issued, a shelf registration statement has not been filed with the SEC; or |
• | on or prior to 180 days following the date the notes were originally issued, the shelf registration statement is not declared effective. |
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• | 0.25% of the principal amount per annum to and including the 90th day after the registration default; and |
• | 0.5% of the principal amount per annum from and after the 91st day after the registration default. |
• | the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 30 days, whether or not consecutive, during any 90-day period; or |
• | the shelf registration statement ceases to be effective, or we otherwise prevent or restrict holders of registrable securities from making sales under the shelf registration statement, for more than 90 days, whether or not consecutive, during any 365-day period. |
• | the time the shelf registration statement again becomes effective or the holders of registrable securities are again able to make sales under the shelf registration statement; or |
• | two years after the date the shelf registration statement is declared effective or, if earlier, until there are no outstanding registrable securities. |
• | will be required to be named as a selling security holder in this prospectus; |
• | will be required to complete and return to us a notice and questionnaire in the form that we have provided to the holders of registrable securities; |
• | may be required to deliver a prospectus to purchasers; |
• | may be subject to certain civil liability provisions under the Securities Act in connection with those sales; and |
• | will be bound by the provisions of the registration rights agreement that apply to a holder making such an election, including certain indemnification provisions. |
• | to be named as a selling security holder in the shelf registration statement as of the date the shelf registration statement is declared effective; or |
• | to use this prospectus for offers and resales of registrable securities at any time, |
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• | prior to that date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction that resulted in that person becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding, for purposes of determining the number of shares outstanding, shares owned by directors who are also officers and by certain employee stock plans; or |
• | on or after the date the stockholder became an interested stockholder, the business combination is approved by our board of directors and authorized by the affirmative vote, and not by written consent, of at least two-thirds of the outstanding voting stock, excluding the stock owned by the interested stockholder. |
• | is the owner of 15% or more of any class of our outstanding voting stock or an affiliate or associate of such person; or |
• | is an affiliate or associate of ours and was the owner of 15% or more of any class of our outstanding voting stock at any time within the preceding three years including the affiliates or associates of that person. |
• | is the beneficial owner, directly or indirectly, of more than 20% of the voting power of the outstanding voting stock; |
• | is a director of us and, at any time within the preceding two years of the date on which it is sought to be determined whether the person is an interested shareholder, was the beneficial owner, directly or indirectly, of more than 20% of the voting power of the then outstanding voting stock; or |
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• | is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of voting stock that were, at any time within the preceding two years of the date on which it is sought to be determined whether the person is an interested shareholder, beneficially owned by an interested shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act. |
• | the name of each selling security holder who has provided us with notice, as of the date of this prospectus, pursuant to the registration rights agreement, of such security holder’s intent to sell or otherwise dispose of notes and/or shares of common stock issuable upon conversion of the notes pursuant to the registration statement; |
• | the principal amount of notes and the number of shares of our common stock issuable upon conversion of the notes that they may sell from time to time pursuant to the registration statement; and |
• | the amount of outstanding notes and our common stock beneficially owned by the selling security holder prior to the offering, assuming no conversion of the notes. |
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Name(1) | Principal Amount of Notes Owned Before Offering(2) | Principal Amount of Notes That May Be Sold(2) | Common Stock Owned Before Offering | Common Stock That May Be Sold | ||||
1976 Distribution Trust FBO A. R. Lauder/Zinterhofer | 8,000 | 8,000 | — | 342 | ||||
1976 Distribution Trust FBO Jane A. Lauder | 17,000 | 17,000 | — | 726 | ||||
2000 Revocable Trust FBO A.R. Lauder/Zinterhofer | 8,000 | 8,000 | — | 342 | ||||
Advent Convertible Master Cayman L.P. | 7,895,000 | 7,895,000 | — | 337,589 | ||||
AIG/National Union Fire Insurance | 265,000 | 265,000 | — | 11,331 | ||||
Alexandra Global Investments Fund 1, LTD | 3,000,000 | 3,000,000 | — | 128,279 | ||||
Allentown City Firefighters Pension Plan | 30,000 | 30,000 | — | 1,282 | ||||
Allentown City Officers & Employees Pension Fund | 22,000 | 22,000 | — | 940 | ||||
Allentown City Police Pension Plan | 36,000 | 36,000 | — | 1,539 | ||||
Alpha US Sub Fund 4, LLC | 570,000 | 570,000 | — | 24,373 | ||||
American Motorist Insurance Company | 662,000 | 662,000 | — | 28,307 | ||||
American Samoa Government | 18,000 | 18,000 | — | 769 | ||||
Arapahoe County Colorado | 65,000 | 65,000 | — | 2,779 | ||||
Arkansas PERS | 700,000 | 700,000 | — | 29,931 | ||||
Arlington County Employees Retirement System | 699,000 | 699,000 | — | 29,889 | ||||
Associated Electric & Gas Insurance Services Limited | 150,000 | 150,000 | — | 6,413 | ||||
Attorney’s Title Insurance Fund | 200,000 | 200,000 | — | 8,551 | ||||
Attorneys Title Insurance Fund Inc. | 200,000 | 200,000 | — | 8,551 | ||||
Bay County PERS | 90,000 | 90,000 | — | 3,848 | ||||
Boilermakers Blacksmith Pension Trust | 875,000 | 875,000 | — | 37,414 | ||||
BP Amoco PLC Master Trust | 666,000 | 666,000 | — | 28,478 | ||||
British Virgin Islands Social Security Board | 91,000 | 91,000 | — | 3,891 | ||||
BTESC—Convertible ARB | 1,000,000 | 1,000,000 | — | 42,759 | ||||
BTPO Growth vs Value | 4,500,000 | 4,500,000 | — | 192,419 | ||||
CALAMOS Convertible Growth and Income Fund—CALAMOS Investment Trust | 11,300,000 | 11,300,000 | — | 483,186 | ||||
CALAMOS Market Neutral Fund—CALAMOS Investment Trust | 2,750,000 | 2,750,000 | — | 117,589 | ||||
Citisam Ltd. | 2,550,000 | 2,550,000 | — | 109,037 | ||||
City of New Orleans | 264,000 | 264,000 | — | 11,288 | ||||
City of Stamford Police Pension Fund(5) | 140,000 | 140,000 | — | 5,986 | ||||
City University of New York | 159,000 | 159,000 | — | 6,798 | ||||
Coastal Convertibles LTD | 725,000 | 725,000 | — | 31,000 | ||||
Consulting Group Capital Markets Funds | 250,000 | 250,000 | — | 10,689 |
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Name(1) | Principal Amount of Notes Owned Before Offering(2) | Principal Amount of Notes That May Be Sold(2) | Common Stock Owned Before Offering | Common Stock That May Be Sold | ||||
Convertible Securities Fund(6) | 72,000 | 72,000 | — | 3,078 | ||||
Delaware PERS | 975,000 | 975,000 | — | 41,690 | ||||
Delaware Public Employee Retirement System | 1,041,000 | 1,041,000 | — | 44,513 | ||||
Delta Airlines Master Trust | 500,000 | 500,000 | — | 21,379 | ||||
Deutsche Bank Securities Inc. | 6,800,000 | 6,800,000 | — | 290,767 | ||||
Drury University | 40,000 | 40,000 | — | 1,710 | ||||
Duke Endowment | 175,000 | 175,000 | — | 7,482 | ||||
F.R. Convt. Sec. Fn. | 100,000 | 100,000 | — | 4,275 | ||||
Goldman Sachs and Company | 7,350,000 | 7,350,000 | — | 314,285 | ||||
Grady Hospital Foundation | 138,000 | 138,000 | — | 5,900 | ||||
HFR CA Select Fund | 700,000 | 700,000 | — | 29,931 | ||||
HFR Convertible Arbitrage Account | 688,000 | 688,000 | — | 29,418 | ||||
ICI American Holding Trust | 350,000 | 350,000 | — | 14,965 | ||||
IMF Convertible Fund | 400,000 | 400,000 | — | 17,103 | ||||
Independence Blue Cross | 327,000 | 327,000 | — | 13,982 | ||||
ING Convertible Fund | 250,000 | 250,000 | — | 10,689 | ||||
Investcorp SAM Fund Ltd. | 2,300,000 | 2,300,000 | — | 98,347 | ||||
Jefferies & Company Inc. | 6,000 | 6,000 | — | 256 | ||||
JP Morgan Securities Inc. | 3,500,000 | 3,500,000 | — | 149,659 | ||||
KBC Financial Products USA Inc. | 160,000 | 160,000 | — | 6,841 | ||||
Kraft Foods Inc. | 84,000 | 84,000 | — | 3,591 | ||||
Local Initiative Support Corporation | 54,000 | 54,000 | — | 2,309 | ||||
Louisiana CCRF | 120,000 | 120,000 | — | 5,131 | ||||
Lyxor | 1,629,000 | 1,629,000 | — | 69,655 | ||||
Macomb County Employees’ Retirement System | 335,000 | 335,000 | — | 14,324 | ||||
Man Convertible Bond Master Fund, Ltd.(4) | 4,792,000 | 4,792,000 | — | 204,905 | ||||
McMahan Securities Co. L.P. | 578,000 | 578,000 | — | 24,715 | ||||
Merril Lynch Insurance Group | 264,000 | 264,000 | — | 11,288 | ||||
Minnesota Power and Light | 487,000 | 487,000 | — | 20,824 | ||||
Morgan Stanley & Co., Incorporated | 1,350,000 | 1,350,000 | — | 57,725 | ||||
Municipal Employees | 239,000 | 239,000 | — | 10,219 | ||||
Nations Convertible Securities Fund(6) | 4,928,000 | 4,928,000 | — | 210,720 | ||||
New Orleans Firefighters Pension/Relief Fund | 143,000 | 143,000 | — | 6,114 | ||||
Nicholas Applegate Global Holdings LP | 20,000 | 20,000 | — | 855 | ||||
Oakwood Assurance Company | 50,000 | 50,000 | — | 2,137 | ||||
Oakwood Healthcare Inc.—OHP | 15,000 | 15,000 | — | 641 | ||||
Oakwood Healthcare Inc. (Pension) | 165,000 | 165,000 | — | 7,055 | ||||
Oakwood Healthcare Inc. Endowment | 10,000 | 10,000 | — | 427 | ||||
Oakwood Healthcare Inc. Funded Depreciation | 85,000 | 85,000 | — | 3,634 | ||||
Occidental Petroleum Corporation | 271,000 | 271,000 | — | 11,587 | ||||
Ohio Bureau of Workers Compensation | 142,000 | 142,000 | — | 6,071 | ||||
Ondeo Nalco | 50,000 | 50,000 | — | 2,137 | ||||
Pimco Convertible Fund | 800,000 | 800,000 | — | 34,207 | ||||
Pioneer High Yield Fund | 15,500,000 | 15,500,000 | — | 662,778 |
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Name(1) | Principal Amount of Notes Owned Before Offering(2) | Principal Amount of Notes That May Be Sold(2) | Common Stock Owned Before Offering | Common Stock That May Be Sold | ||||
Policeman and Firemen Retirement System of the City of Detroit | 656,000 | 656,000 | — | 28,050 | ||||
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union | 650,000 | 650,000 | — | 27,793 | ||||
Pro-mutual | 787,000 | 787,000 | — | 33,652 | ||||
Prudential Insurance Co of America | 60,000 | 60,000 | — | 2,565 | ||||
Ram Trading Inc. | 1,800,000 | 1,800,000 | — | 76,967 | ||||
Raytheon | 193,000 | 193,000 | — | 8,252 | ||||
Raytheon Master Pension Fund | 863,000 | 863,000 | — | 36,901 | ||||
Rhapsody Fund, LP | 4,600,000 | 4,600,000 | — | 196,695 | ||||
RJR Reynolds | 163,000 | 163,000 | — | 6,969 | ||||
S.A.C. Capital Associates, LLC(3) | 1,000,000 | 1,000,000 | — | 42,759 | ||||
Salomon Smith Barney Inc. | 3,500,000 | 3,500,000 | — | 149,659 | ||||
San Diego County Employees Retirement Association | 2,150,000 | 2,150,000 | — | 91,933 | ||||
SG Cowen Securities Corp.—Convertible Arbitrage | 7,300,000 | 7,300,000 | — | 312,147 | ||||
Shell Pension Core | 447,000 | 447,000 | — | 19,113 | ||||
Shell Pension Trust | 863,000 | 863,000 | — | 36,901 | ||||
St. Thomas Trading, Ltd.(4) | 8,208,000 | 8,208,000 | — | 350,973 | ||||
Starvest Combined Portfolio | 265,000 | 265,000 | — | 11,331 | ||||
State of Maryland Retirement Agency | 3,376,000 | 3,376,000 | — | 144,357 | ||||
State of Oregon /Equity | 3,075,000 | 3,075,000 | — | 131,486 | ||||
Syngenta AG | 160,000 | 160,000 | — | 6,841 | ||||
Tag Associates | 120,000 | 120,000 | — | 5,131 | ||||
TD Securities (USA) Inc. | 2,600,000 | 2,600,000 | — | 111,175 | ||||
The Class I C Company | 2,500,000 | 2,500,000 | — | 106,899 | ||||
The Estate of James Campbell | 200,000 | 200,000 | — | 8,551 | ||||
The Grable Foundation | 98,000 | 98,000 | — | 4,190 | ||||
The Hotel Union & Hotel Industry of Hawaii Pension Plan | 200,000 | 200,000 | — | 8,551 | ||||
The James Campbell Corporation | 252,000 | 252,000 | — | 10,775 | ||||
Transamerica Life Insurance Annuity Co.—Legacy Convertible | 1,500,000 | 1,500,000 | — | 64,139 | ||||
Trustmark Insurance | 359,000 | 359,000 | — | 15,350 | ||||
UFJ Investments Asia Limited | 250,000 | 250,000 | — | 10,689 | ||||
Union Carbide Retirement Account | 1,500,000 | 1,500,000 | — | 64,139 | ||||
Viacom Inc. Pension Plan Master Trust | 20,000 | 20,000 | — | 855 | ||||
Wake Forest University | 180,000 | 180,000 | — | 7,696 | ||||
Zazove Convertible Arbitrage Fund L.P. | 1,150,000 | 1,150,000 | — | 49,173 | ||||
Zazove Hedged Convertible Fund L.P. | 3,050,000 | 3,050,000 | — | 130,417 | ||||
Zazove Income Fund L.P. | 2,150,000 | 2,150,000 | — | 91,933 | ||||
Zeneca Holdings Trust | 240,000 | 240,000 | — | 10,262 | ||||
Zurich Institutional Benchmarks Master Fund c/o Alexandra Investments Mgt LLC | 500,000 | 500,000 | — | 21,379 | ||||
Zurich Institutional Benchmarks Master Fund Ltd. | 764,000 | 764,000 | — | 32,668 | ||||
Zurich Institutional Benchmarks Master Fund Ltd. | 1,800,000 | 1,800,000 | — | 76,967 |
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(1) | The above table does not currently include all of the security holders of notes. We will use post-effective amendments to identify missing security holders before those security holders make any offers or resales of the subject securities, and we will use prospectus supplements if we are only making changes to the selling security holder table. In addition, upon the Company being notified by a selling security holder that a donee, pledgee, transferee or other successor-in-interest intend to sell more than 500 shares, a supplement to this prospectus will be filed. |
(2) | The amounts set forth in these columns currently exceed $150,000,000 because the selling security holders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their notes since the date on which the information in the above table was provided to us. Information about the selling security holders may change over time. We prepared this table based on the information supplied to us by the selling security holders named in the table and we have not sought to verify such information. |
(3) | Each of S.A.C. Capital Advisors, LLC, a Delaware limited liability company (“SAC Capital Advisors”), and S.A.C. Capital Management, LLC, a Delaware limited liability company (“SAC Capital Management”), shares investment and voting power with respect to these securities. Steven A. Cohen is the President and CEO of SAC Capital Advisors, the Managing Member of which is a corporation wholly owned by Mr. Cohen. Mr. Cohen is also the owner, directly and through a wholly owned subsidiary, of all the membership interests of SAC Capital Management. Mr. Cohen disclaims beneficial ownership of the securities held by S.A.C. Capital Associates, LLC. |
(4) | JT Hansen and John Null have voting or investment control over these securities. |
(5) | GEM Capital Management, Inc. a registered investment adviser, has investment discretion with respect to these securities. |
(6) | Ed Cassens, Managing Director, and Yantang C. Yan, Vice President, have voting or investment control over these securities. |
• | fixed prices, |
• | prevailing market prices at the time of sale, |
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• | varying prices determined at the time of sale, or |
• | negotiated prices. |
• | block trades in which the broker or dealer so engaged will attempt to sell the notes or shares of common stock issuable upon conversion of the notes as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; |
• | an exchange distribution in accordance with the rules of any stock exchange on which the notes or shares of common stock issuable upon conversion of the notes are listed; |
• | in privately negotiated transactions; |
• | through the distribution of notes or shares of common stock issuable upon conversion of the notes by any selling security holder to its partners, members or security holders; |
• | on any national securities exchange or quotation service on which the notes or shares of common stock issuable upon conversion of the notes may be listed or quoted at the time of sale, including the New York Stock Exchange in the case of the sale of the common stock; |
• | in the over-the-counter market; |
• | in transactions otherwise than on a national securities exchange or quotation service or in the over-the-counter market; |
• | through the writing of options; or |
• | any combination of the described methods. |
• | enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the notes or shares of common stock issuable upon conversion of the notes in the course of hedging the positions they assume; |
• | sell the notes and underlying common stock short and deliver notes or shares of common stock issuable upon conversion of the notes to close out the short positions; or |
• | lend or pledge notes or shares of common stock issuable upon conversion of the notes to broker-dealers that in turn may sell the securities. |
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WHERE YOU CAN FIND MORE INFORMATION
Airborne files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document Airborne files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s web site atwww.sec.gov.
We have filed with the SEC a registration statement on Form S-3 to register with the SEC the resale of the notes and shares of our common stock described in this prospectus. This prospectus is part of that registration statement, and provides you with a general description of the notes and shares of common stock being registered, but does not include all the information you can find in the registration statement or the exhibits. You should refer to the registration statement and its exhibits for more information about Airborne, the notes and the shares of common stock being registered.
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to information in another document we have filed with the SEC. This information that we incorporate by reference is considered part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
We are incorporating by reference the following documents filed by us with the SEC:
• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001; |
• | Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002; |
• | Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002; |
• | Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002; |
• | Our proxy statement, including supplements, submitted to shareholders in connection with our 2002 annual meeting of shareholders; |
• | Our Current Report on Form 8-K filed with the SEC on March 15, 2002; |
• | Our Current Report on Form 8-K filed with the SEC on March 25, 2002; |
• | Our Current Report on Form 8-K filed with the SEC on May 9, 2002; |
• | Our Current Report on Form 8-K filed with the SEC on August 14, 2002; |
• | Our Current Report on Form 8-K filed with the SEC on February 5, 2003; and |
• | The description of our common stock contained in the Registration Statement on Form 10 filed by our predecessor, Airborne Express, Inc., which the SEC declared effective on June 23, 1975, as amended. |
We are also incorporating by reference any additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before termination of this offering.
We will provide to you, without charge, a copy of any or all documents incorporated by reference into this prospectus (except exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). You may obtain copies by requesting them in writing or by telephone from:
Airborne, Inc.
Attn: General Counsel
3101 Western Avenue
Seattle, Washington 98111
(206) 285-4600
39
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$150,000,000
AIRBORNE, INC.
5.75% Convertible Senior Notes Due April 1, 2007
and
Shares of Common Stock Issuable Upon Conversion of the Notes
PROSPECTUS
February 7, 2003