POS AM 1 amendform-s3.txt POST-EFFECTIVE AMENDMENT NO. 4 As filed with the Securities and Exchange Commission on November 13, 2003 Post Effective Amendment No. 4 to the Registration Statement No. 333-88102 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- AIRBORNE, INC. (Exact Name of Each Registrant as Specified in its Charter) Delaware 91-2065027 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) -------------- 3101 Western Avenue P.O. Box 662 Seattle, Washington 98111 (206) 830-4600 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) -------------- SEE TABLE OF ADDITIONAL REGISTRANTS -------------- John Fellows President and Chief Executive Officer Airborne, Inc. 3101 Western Avenue Seattle, Washington (206) 830-4600 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) -------------- Copies of all correspondence to: D. Rhett Brandon, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 Telephone: (212) 455-2000 -------------- Approximate Date of Commencement of Proposed Sale to the Public: Not applicable. If the only securities being registered on this form are being offered pursuant to dividend or reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ===============================================================================
TABLE OF ADDITIONAL REGISTRANTS EXACT NAME OF REGISTRANT AS STATE OR OTHER JURISDICTION I.R.S. EMPLOYER ADDRESS, INCLUDING ZIP CODE, AND SPECIFIED IN ITS CHARTER OF INCORPORATION OR IDENTIFICATION NUMBER TELEPHONE NUMBER, INCLUDING AREA ORGANIZATION CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES Airborne Express, Inc. Delaware 91-0837469 3101 Western Avenue, P.O. Box 662 Seattle, Washington 98111 (206) 830-4600 ABX Air, Inc. Delaware 91-1091619 145 Hunter Drive Wilmington, Ohio 45177 (937) 382-5591 Sky Courier, Inc. Delaware 91-0894946 21240 Ridge Top Circle, Suite 160 Sterling, Virginia 20166 (703) 433-2800 Wilmington Air Park LLC Delaware 34-1261776 3101 Western Avenue, P.O. Box 662 (formerly Wilmington Air Seattle, Washington 98111 Park, Inc.) (206) 830-4600 Airborne FTZ, Inc. Ohio 34-1375411 145 Hunter Drive Wilmington, Ohio 45177 (937) 382-5591 Aviation Fuel, Inc. Ohio 31-1139601 3101 Western Avenue, P.O. Box 662 Seattle, Washington 98111 (206) 830-4600 Sound Suppression, Inc. Ohio 31-1140852 145 Hunter Drive Wilmington, Ohio 45177 (937) 382-5591
-------------- DEREGISTRATION OF SECURITIES On May 13, 2002, the Registrants filed a Registration Statement on Form S-3 (Registration No. 333-88102) (the "Registration Statement"), as amended on August 8, 2002, August 15, 2002, February 3, 2003 and March 18, 2003 with the U.S. Securities and Exchange Commission (the "Commission"), for the resale of $150,000,000 principal amount of Airborne's 5.75% Convertible Senior Notes due 2007 (the "Notes") and such number of shares of Common Stock, $1.00 par value per share ("the Common Stock"), of Airborne that may be issued from time to time upon conversion of the Notes. On August 15, 2003, an indirect wholly owned subsidiary of DHL Worldwide Express B.V. ("DHL") merged with and into Airborne, as a result of which Airborne became an indirect wholly owned subsidiary of DHL (the "Merger"). As a result of the Merger, the Notes are no longer convertible into shares of Airborne's Common Stock. Instead, each $1,000 principal amount of the Notes is currently convertible into $908.65 and 42.7599 shares of ABX Air, Inc., an independent public company. The offering of Notes to which the Registration Statement relates has been terminated. Pursuant to the undertaking made by the Registrants as required by Item 512(a)(3) of Regulation S-K, the Registrants file this Post-Effective Amendment No. 4 to the Registration Statement to deregister all of the unsold Notes formerly registered for resale under the Registration Statement. On August 15, 2003, Airborne filed a certification and notice of termination of registration on Form 15 with respect to the Common Stock and on August 22, 2003, Airborne filed a notification on Form 25 of the removal from listing and registration of the Common Stock. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plantation, state of Florida, on November 13, 2003. AIRBORNE, INC. By: /s/ John Fellows ---------------- John Fellows President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ John Fellows President and Chief Executive Officer -------------------------- (Principal Executive Officer); Director John Fellows By: /s/ Mary E. Wood Executive Vice President and Chief Financial ------------------------- Officer (Principal Financial Offer); Mary E. Wood Controller (Controller or Principal Accounting Officer) By: /s/ Frank Appel Director ------------------------- Frank Appel By: /s/ Geoffrey Cruikshanks Director ------------------------- Geoffrey Cruikshanks By: /s/ Uwe Doerken Director ------------------------- Uwe Doerken By: /s/ Martin Fritsch Director ------------------------- Martin Fritsch SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plantation, state of Florida, on November 13, 2003. AIRBORNE EXPRESS, INC. By: /s/ John Fellows ---------------- John Fellows President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ John Fellows Chief Executive Officer (Principal ---------------------------- Executive Officer); Chairman John Fellows of the Board By: /s/ Lanny H. Michael Executive Vice President and Chief ---------------------------- Financial Offer (Principal Lanny H. Michael Financial Offer) By: /s/ Robert T. Christensen Vice President and Corporate Controller ---------------------------- (Controller or Principal Robert T. Christensen Accounting Officer) By: /s/ Geoffrey Cruikshanks Director ---------------------------- Geoffrey Cruikshanks By: /s/ Uwe Doerken Director ---------------------------- Uwe Doerken By: /s/ Joachim Kayser Director ---------------------------- Joachim Kayser SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington, state of Ohio, on November 13, 2003. ABX AIR, INC. By: /s/ Joseph C. Hete ----------------------- Name: Joseph C. Hete Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ Joseph C. Hete President and Chief ------------------- Executive Officer; Director Joseph C. Hete (Principal Executive Officer) By: /s/ Quint O. Turner Vice President, Administrative ------------------- (Principal Financial Officer) Quint O. Turner (Principal Accounting Officer) By: /s/ John H. Carey Director ------------------- John H. Carey SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plantation, state of Florida, on November 13, 2003. SKY COURIER, INC. By: /s/ John Fellows ---------------- John Fellows President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ John Fellows President and Chief ------------------------ Executive Officer John Fellows (Principal Executive Officer) By: /s/ Lanny H. Michael Executive Vice President; ------------------------ Chief Financial Officer; Lanny H. Michael (Principal Financial Officer); Controller (Controller or Principal Accounting Officer); Director By: /s/ David C. Anderson Director ----------------------- David C. Anderson SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plantation, state of Florida, on November 13, 2003. WILMINGTON AIR PARK LLC By: /s/ John Fellows ---------------- John Fellows President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ John Fellows President and Chief Executive -------------------------- Officer (Principal Executive John Fellows Officer); Director By: /s/ Mary E. Wood Chief Financial Officer -------------------------- (Principal Financial Officer); Mary E. Wood Controller (Controller or Principal Accounting Officer) By: /s/ Geoffrey Cruikshanks Director -------------------------- Geoffrey Cruikshanks By: /s/ Martin Fritsch Director -------------------------- Martin Fritsch SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington, state of Ohio, on November 13, 2003. AIRBORNE FTZ, INC. By: /s/ Joseph C. Hete ---------------------- Name: Joseph C. Hete Title: President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ Joseph C. Hete President (Principal ------------------- Executive Officer); Director Joseph C. Hete By: /s/ Quint O. Turner Vice President, Treasurer ------------------- (Principal Financial Officer) Quint O. Turner (Principal Accounting Officer) By: /s/ W. Joseph Payne Secretary; Director --------------------- W. Joseph Payne SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plantation, state of Florida, on November 13, 2003. AVIATION FUEL, INC. By: /s/ John Fellows ---------------- John Fellows President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ John Fellows President (Principal Executive ------------------------- Officer); Director John Fellows By: /s/ Mary E. Wood Chief Financial Officer (Principal ------------------------- Financial Officer); Controller Mary E. Wood (Controller or Principal Accounting Officer) By: /s/ Geoffrey Cruikshanks Director ------------------------- Geoffrey Cruikshanks By: /s/ Martin Fritsch Director ------------------------- Martin Fritsch SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement No. 333-88102 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington, state of Ohio, on November 13, 2003. SOUND SUPPRESSION, INC. By: /s/ Auriel (Mike) Kuli --------------------------- Name: Auriel (Mike) Kuli Title: President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed on November 13, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- By: /s/ Auriel (Mike) Kuli President (Principal ----------------------- Executive Officer); Director Auriel (Mike) Kuli By: /s/ Quint O. Turner Secretary/Treasurer (Principal Financial ------------------- Officer) (Principal Accounting Officer) Quint O. Turner By: /s/ Robert R. Hanke Vice President; Director --------------------- Robert R. Hanke