DE | 26-1631624 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
On January 30, 2009, DPWN Holdings (USA), Inc. and ABX Air entered into a tolling agreement pursuant to which DHL agreed that it would not, for a period of 30 days from that date, renew its demand or otherwise take any action with respect to the DHL Note (the "Tolling Agreement"), while the parties discuss various business matters, including the status of the DHL Note.
Thereafter, on Ja nuary 31, 2009, ATSG, ABX Air and the Significant Shareholders entered into a Second Amendment to Escrow Agreement, in which they extended the Funding Deadline until February 6, 2009, at 12:00 Noon EST. ATSG and ABX Air also agreed that they would not terminate, waive or agree to amend or modify any of the provisions of the Tolling Agreement without the express prior written consent of the Significant Shareholders.
Mr. Teets is a partner of Red Mountain Capital Partners, LLC, which owns approximately 6.3 million common shares of ATSG, or nearly 10 percent of the 63.3 million ATSG shares outstanding. Red Mountain has been advising ATSG management on strategic direction since February 2008. ATSG and Red Mountain then signed a confidentiality and standstill agreement under which Red Mountain was granted access to proprietary ATSG information in exchange for its commitment to adhere to certain conditions, including a limit on its investment in ATSG. That agreement expired at the end of 2008. ATSG and Red Mountain have signed a new agreement that will remain in effect during Teets' tenure as a board member of ATSG.
The Board elected Mr. Teets to fill a vacancy created after it expanded the size of the Board from s even to eight directors.
Mr. Teets's term will expire at the Annual Stockholders' Meeting in 2011.
The Board has yet to name Mr. Teets to any of the committees of the Board or to determine those committees of the Board on which he will serve.
Air Transport Services Group, Inc. | ||||||||
Date: February 03, 2009 | By: | /s/ W. Joseph Payne | ||||||
W. Joseph Payne | ||||||||
Sr. VP, Corporate General Counsel & Secretary | ||||||||
Exhibit No. | Description | |
EX-99. | ATSG Elects Teets to Board of Directors |