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ABXA > SEC Filings for ABXA > Form 8-K/A on 17-Mar-2008All Recent SEC Filings

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Form 8-K/A for ABX HOLDINGS, INC.


17-Mar-2008

Financial Statements and Exhibits


Item 9.01 Financial Statement and Exhibits

(a) Financial Statements of Businesses Acquired.

The consolidated balance sheets of Cargo as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2006 are filed as Exhibit 99.3 to this amendment and incorporated herein by this reference.

The unaudited interim financial statements of Cargo as of September 30, 2007 and 2006 are filed as Exhibit 99.4 to this amendment and incorporated herein by this reference.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01 and pursuant to Article 11 of Regulation S-X are filed as Exhibit 99.2 to this amendment and incorporated herein by this reference.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

The following exhibits are furnished as part of this Form 8-K:

Exhibit 2.1    Agreement and Plan of Reorganization, dated October 17, 2007, by and
               among ABX Air, Inc., ABX Holdings, Inc., and ABX Merger Sub, Inc.
               (1)

Exhibit 2.2    Preferred Stock Rights Agreement, dated October 17, 2007, by and
               between ABX Holdings, Inc. and National City Bank (1)

Exhibit 3.1    Certificate of Incorporation of ABX Holdings, Inc. (incorporated by
               reference to the Form 8-A/A of ABX Holdings, Inc. filed with the
               Securities and Exchange on January 2, 2008) (1)

Exhibit 3.2    Bylaws of ABX Holdings, Inc. (incorporated by reference to the Form
               8-A/A of ABX Holdings, Inc. filed with the Securities and Exchange
               on January 2, 2008) (1)

Exhibit 10.1   Credit Agreement dated December 31, 2007, among ABX Holdings, Inc.,
               ABX Air, Inc., CHI Acquisition Corp., SunTrust Bank as
               Administrative Agent, Regions Bank as Syndication Agent and the
               other lenders from time to time a party thereto (1)

Exhibit 10.2   Guarantee and Collateral Agreement dated December 31, 2007, executed
               by ABX Holdings, Inc., ABX Air, Inc., CHI Acquisition Corp. and each
               direct and indirect subsidiary of ABX Holdings, Inc. (1)

Exhibit 10.3   Escrow Agreement dated December 31, 2007, among ABX Holdings, Inc.,
               ABX Air, Inc., the Significant Shareholders who are signatories
               thereto and Wells Fargo Bank, National Association (1)

Exhibit 10.4   Securities Purchase Agreement dated December 31, 2007, among ABX
               Holdings, Inc., ABX Air, Inc. and the Significant Shareholders who
               are signatories thereto (1)

Exhibit 10.5   Form of Senior Subordinated Convertible Note of ABX Holdings, Inc.
               (1)

--------------------------------------------------------------------------------
Exhibit 10.6    Form of Senior Subordinated Notes of ABX Air, Inc. (1)

Exhibit 10.7    Form of Guaranty of Senior Subordinated Convertible Notes (1)

Exhibit 10.8    Form of Guaranty of Senior Notes (1)

Exhibit 10.9    Form of Registration Rights Agreement among ABX Holdings, Inc. and
                the Significant Shareholders who are signatories thereto (1)

Exhibit 10.10   Employment Agreement dated November 1, 2007, between Peter Fox and
                Cargo Holdings International, Inc. (1)

Exhibit 23.1    Consent of Independent Registered Public Accounting Firm, filed
                herewith.

Exhibit 99.1    Press release issued by ABX Holdings, Inc. and ABX Air, Inc. on
                December 31, 2007, relating to the holding company reorganization
                and the acquisition of Cargo Holdings International, Inc. (1)

Exhibit 99.2    Pro forma financial information required by Item 9.01 and pursuant
                to Article 11 of Regulation S-X, filed herewith.

Exhibit 99.3    Consolidated Balance Sheets of Cargo as of December 31, 2006 and
                2005, and the related Consolidated Statements of Income,
                Stockholders' Equity and Cash Flows for each of the three years in
                the period ended December 31, 2006, filed herewith.

Exhibit 99.4    Unaudited interim financial statements of Cargo as of September 30,
                2007, filed herewith.

(1) Previously filed on Form 8-K on January 7, 2008.


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