8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 14, 2003

AIRBORNE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-6512	91-065027
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

3101 Western Avenue, PO Box 662, Seattle, Washington 98111

(Address of Principal Executive Offices, Zip Code)

(206) 285-4600

(Registrant’s Telephone Number, Including Area Code)

Item 5.  Other Events.

Airborne, Inc. (“Airborne”) announced that at its annual meeting of stockholders held on August 14, 2003 Airborne stockholders approved the Agreement and Plan of Merger by and among Airborne, DHL Worldwide Express B.V. (“DHL”) and Atlantis Acquisition Corporation, a wholly owned indirect subsidiary of DHL (“Merger Sub”). Stockholders also approved the other three merger-related proposals – the alternative merger consideration, the ABX Air supermajority voting provision and the ABX Air rights agreement. In addition, at the annual meeting, the stockholders re-elected two members of the Board of Directors and rejected the various stockholder proposals.

Airborne also announced that flight crew members at ABX Air, Inc., ratified the tentative collective bargaining agreement between ABX Air and the Local 1224.

On August 15, 2003, Airborne announced that it completed its transaction with DHL. In the transaction, DHL acquired the ground operations of Airborne. ABX Air was separated from Airborne and became an independent company owned by Airborne’s former stockholders.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)    Exhibits

Exhibit No.	Description
99.1	Press Release issued by Airborne on August 14, 2003.
99.2	Press Release issued by Airborne on August 14, 2003.
99.3	Press Release issued by Airborne on August 15, 2003.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRBORNE, INC.
Dated: August 18, 2003	By:	/s/    Carl D. Donaway
		Carl D. Donaway Chairman

EX-99.1

EXHIBIT 99.1

Contact:

Media	Investors
Jim Barron/Kim Levy/Kristin Celauro	Lanny Michael
Citigate Sard Verbinnen	CFO, Airborne, Inc
212/687-8080	206/830-1003

AIRBORNE SHAREHOLDERS APPROVE MERGER WITH DHL

SEATTLE, Washington, August 14, 2003 – Airborne, Inc. (NYSE: ABF) announced today at its annual shareholder meeting held in Seattle that its shareholders voted to approve the company’s proposed merger with DHL. At least 30.9 million votes were cast in favor of the transaction and related proposals, which represents 88.4 percent of the votes cast and 63.4 percent of the shares outstanding.

About Airborne, Inc.

Airborne, Inc. is the holding company for Airborne Express. For more than 50 years, Airborne Express has served the shipping needs of business customers around the world. Today, Airborne offers total distribution solutions by providing customers time-sensitive delivery of documents, letters, small packages, and freight to virtually every U.S. ZIP code and more than 200 countries. Customers can select from a variety of services including same-day, next-morning, next-afternoon or second-day delivery, air freight, ocean service, and logistics management. Airborne employs over 22,000 people worldwide and achieved total revenues of $3,348 million in 2002.

About DHL

DHL is the world’s leading express and logistics company offering customers innovative and customized solutions from a single source. With global expertise in solutions, express, air and ocean freight and overland transport, DHL combines worldwide coverage with an in-depth understanding of local markets. DHL’s harmonized international network links more than 220 countries and territories worldwide. DHL continues to be at the forefront of technology and, with more than 150,000 dedicated employees, guarantees fast and reliable services aimed at exceeding customers’ expectations. Based in Brussels, Belgium, DHL is 100% owned by Deutsche Post World Net.

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EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE	For more information contact:
	Beth Huber, (937) 382-5591 ext. 2536
	beth.huber@airborne.com

ABX AIR PILOTS RATIFY TENTATIVE AGREEMENT

WILMINGTON, OHIO – August 14, 2003 – Flight crewmembers at ABX Air, Inc., ratified the tentative agreement reached between the company and the Local 1224.

The tentative agreement was reached last week after nearly two years of negotiations with the Teamsters Local 1224 which represents the ABX Air pilots. The agreement covers the next three years and does not become amendable until August 1, 2006.

Terms of the agreement include a signing bonus and increases over the three-year term of the agreement which lasts through July 31, 2006.

“We are pleased to have reached an agreement with union leadership that provides our flight crewmembers with a contract that is responsible, fair and consistent with our mission of providing value to Airborne customers and shareholders,” said Joseph C. Hete, President and Chief Operating Officer of ABX Air. “We are pleased this agreement was ratified by the rank and file and believe it serves the best interests of everyone.”

ABX Air, Inc. is the airline division of Airborne, Inc. It manages the movement of over 6 million pounds of freight and 100 aircraft to provide on-time service for Airborne Express customers. It is headquartered in Wilmington, Ohio, at its privately owned airport with on-site aircraft maintenance and package-sorting facilities.

Airborne, Inc., the parent Company for ABX Air, Inc., as well as the delivery and marketing division, Airborne Express, Inc., are headquartered in Seattle, Washington. For more than 50 years, Airborne Express has served the shipping needs of business customers around the world. Today, Airborne offers total distribution solutions by providing customers time-sensitive delivery of documents, letters, small packages, and freight to virtually every U.S. ZIP code and more than 200 countries. Customers can select from a variety of services including same-day, next-morning, 10:30, next-afternoon, second-day, ground delivery service, international air express and freight, ocean service, and logistics management.

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EX-99.3

EXHIBIT 99.3

Contact:
Media	Investors
Kim Levy – Citigate Sard Verbinnen	Lanny Michael
(Friday and weekend only – 201 876 0050)	CFO, Airborne, Inc
(Regular contact # – 212 687 8080)	206/830-1003
Jim Barron—Citigate Sard Verbinnen
(Friday and weekend only 206 830 3161)
(Regular contact # – 212 687 8080)

AIRBORNE COMPLETES TRANSACTION WITH DHL

SEATTLE, Washington, August 15, 2003 – Airborne, Inc. (NYSE: ABF) today announced that the acquisition of its ground operations by DHL was completed today. As a result of the acquisition, Airborne shareholders of record at the close of business today will receive $21.25 in cash and one share of common stock of ABX Air for each share of Airborne common stock owned. Shares of Airborne will cease trading on the New York Stock Exchange as of today.

Beginning the week of August 18, 2003, shareholders will be provided with a letter of transmittal and instructions explaining how to send their Airborne stock certificates to the exchange agent to receive the merger consideration.

Also effective today, ABX Air has been spun off into an independent company that is wholly owned by Airborne’s former shareholders. For further details, shareholders should reference the recently distributed release from ABX Air regarding trading in ABX shares.

As a result of the close, Airborne’s previously announced quarterly dividend of $0.04 per share payable to shareholders of record as of August 19, 2003 will now not be issued.

For additional details, please see Airborne’s definitive proxy statement, filed on July 11, 2003 with the Securities and Exchange Commission (SEC).

About Airborne, Inc.

Airborne, Inc. is the holding company for Airborne Express. For more than 50 years, Airborne Express has served the shipping needs of business customers around the world.

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