UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-l(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(AMENDMENT NO. 1)*
ABX AIR, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
(CUSIP Number)
00080S101
MAY 4, 2004
(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-l(b)
[X] Rule 13d-l(c)
[ ] Rule 13d-l(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).
SCHEDULE 13G/A
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CUSIP NO. 00080S101 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scion Capital, LLC ("Scion Capital")
I.R.S. Identification No.: 91-2085893
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES 2,342,000
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BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
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PERSON
WITH 7 SOLE DISPOSITIVE POWER
2,342,000
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,342,000 ** Please refer to Item 4, Page 4 for disclaimer of
beneficial ownership.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.02%
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12 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13G/A
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CUSIP NO. 00080S101 PAGE 3 OF 6 PAGES
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ITEM 1(a). NAME OF ISSUER:
ABX Air, Inc., a Delaware corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
145 Hunter Drive, Wilmington, OH 45177
ITEM 2(a). NAME OF PERSON FILING:
Scion Capital, LLC ("Scion Capital")
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:
1731 Technology Drive, Suite 550, San Jose, CA 95110
ITEM 2(c). CITIZENSHIP:
Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
00080S101
SCHEDULE 13G/A
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CUSIP NO. 00080S101 PAGE 4 OF 6 PAGES
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ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13d-l(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE FILING PERSON IS a:
(a)[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)[ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
(d)[ ] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e)[ ] An investment adviser in accordance with l3d-l(b)(I)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with 13d-1
(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance with 13d-l(b)
(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j)[ ] Group, in accordance with l3d-l(b)(l)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box.[X]
ITEM 4. OWNERSHIP:
The information in Items 5-11 on the cover page (page 2) of this
Schedule 13G/A is incorporated by reference.
Scion Capital serves as investment manager to Scion Value Fund, a Series
of Scion Funds, LLC and Scion Qualified Value Fund, a Series of Scion Qualified
Funds, LLC, both of which are private investment companies (the "Funds"). In its
role as investment manager, Scion Capital possesses voting and/or investment
power over the securities of the Issuer described in this schedule that are
owned by the Funds. All securities reported in this schedule are owned by the
Funds. Scion Capital disclaims beneficial ownership of such securities.
SCHEDULE 13G/A
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CUSIP NO. 00080S101 PAGE 5 OF 6 PAGES
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Scion Capital serves as investment manager to Scion Value Fund, a Series
of Scion Funds, LLC and Scion Qualified Value Fund, a Series of Scion Qualified
Funds, LLC, both of which are private investment companies (the "Funds"). In its
role as investment manager, Scion Capital possesses voting and/or investment
power over the securities of the Issuer described in this schedule that are
owned by the Funds. All securities reported in this schedule are owned by the
Funds. Scion Capital disclaims beneficial ownership of such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my 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.
SCHEDULE 13G/A
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CUSIP NO. 00080S101 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 11, 2004
SCION CAPITAL, LLC
By: /s/ Michael J. Burry
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Dr. Michael J. Burry
Managing Member
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).