                                                               Exhibit (a)(1)

             OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT

                                AIRBORNE, INC.

                   OFFER TO PURCHASE ANY AND ALL OUTSTANDING
          5.75% CONVERTIBLE SENIOR NOTES DUE 2007 OF AIRBORNE, INC.
                       AND THE SOLICITATION OF CONSENTS

     Airborne , Inc. ("Airborne") is hereby offering (the "Offer") to holders
(each a "Holder") of its outstanding 5.75% Convertible Senior Notes due 2007
(the "Notes") to purchase any and all outstanding Notes for, at the Holder's
election, either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes
          ("Consideration Option A"); or

     o    for Holders who wish to retain the ABX Air shares issuable upon
          conversion of the Notes, a cash payment of $993.65 per $1,000
          principal amount of Notes ("Consideration Option B"), representing
          the cash amount into which the Notes are currently convertible
          ($908.65), plus a premium of $85.00 per $1,000 principal amount;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below) and upon the terms and subject to the
conditions set forth herein. Holders electing to receive Consideration Option
B must submit a conversion notice in respect of their Notes. Each $1,000
principal amount of Notes is currently convertible into $908.65 in cash and
42.7599 shares of common stock of ABX Air, Inc. ("ABX Air"), with cash paid in
lieu of fractional shares. The Offer will expire at 11:59 p.m., New York City
time, on December 5, 2003, unless extended by Airborne (such time and date, as
the same may be extended, the "Expiration Date").

     In addition, as a part of the Offer, Airborne hereby solicits (the
"Solicitation") consents (the "Consents") from the Holders to the adoption of
the proposed amendments (the "Proposed Amendments") to the Registration Rights
Agreement (as defined below). To receive either Consideration Option A or
Consideration Option B (either form of consideration, as applicable, the
"Offer Consideration"), Holders must tender (and not validly withdraw) Notes
and provide the corresponding Consents in the Offer in the manner described
below on or before the Expiration Date. Airborne is not offering any separate
or additional payment for Consents in the Offer from the payment for the Notes
themselves. Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn in the Offer is subject to the conditions
set forth herein. The effectiveness of the Proposed Amendments is conditioned
upon the receipt of the Requisite Consents (as defined below). The valid
tender of Notes to the Offer will constitute the giving of Consent with
respect to such Notes. The valid withdrawal of tendered Notes from the Offer
will constitute the revocation of Consent with respect to such Notes and the
valid revocation of Consent will constitute the withdrawal of the related
Notes from the Offer. Holders may not deliver Consents without tendering the
related Notes to the Offer or revoke Consents delivered in the Offer without
withdrawing the related Notes from the Offer. Notes tendered and Consents
delivered in the Offer may be withdrawn and revoked at any time prior to the
Expiration Date. See the section entitled "The Offer" in this Statement (as
defined below).

     The following table summarizes the material pricing terms of the Offer:

<TABLE>
<CAPTION>
                                                                                              Offer Consideration per $1,000
                                                                                          Principal Amount, Holders Select Either:
                                                                                          -----------------------------------------
                                                                 Each $1,000 Principal
                Aggregate                                         Amount of Notes is
  CUSIP      Principal Amount      Title of                      Currently Convertible    Consideration           Consideration
 Numbers       Outstanding         Security     Maturity Date            into:              Option A     or         Option B
---------    ----------------    ------------   -------------    ----------------------   -------------  --   ---------------------
<C>          <C>                 <C>            <C>              <C>                      <C>            <C>  <C>

009269AA9      $150,000,000          5.75%      April 1, 2007     $908.65 plus 42.7599        $1,080          $993.65, representing
009269AB7                         Convertible                    Shares of Common Stock                       the cash amount into
                                  Senior Notes                         of ABX Air                             which the Notes are
                                    due 2007                                                                  currently convertible
                                                                                                              ($908.65) plus a
                                                                                                              premium of $85.00 per
                                                                                                              $1,000 principal
                                                                                                              amount, provided that
                                                                                                              a valid conversion
                                                                                                              notice is submitted
</TABLE>

                     The Dealer Manager for the Offer and
                the Soliciation Agent for the Solicitation is:

                           DEUTSCHE BANK SECURITIES



October 15, 2003, as amended and supplemented on November 5, 2003, November
21, 2003 and December 3, 2003

<PAGE>


     Any tender of Notes into the Offer in which a Holder either (i) elects to
receive Consideration Option B but fails to properly complete and execute the
Conversion Notice or (ii) elects to receive both Consideration Option A and
Consideration Option B will not constitute a valid tender of Notes, and such
Holder will not be entitled to receive any Offer Consideration.


     The Purpose of the Offer
     ------------------------

     The purpose of the Offer is to retire all of the Notes and, pursuant to
the Solicitation, to amend several provisions of the Registration Rights
Agreement, while giving Holders flexibility to select the amount and the
nature of the consideration received therefor. See "Purpose of the Offer;
Source of Funds" and "Description of the Proposed Amendments."


     The Offer
     ---------

     Airborne, a Delaware corporation, hereby offers to purchase, upon the
terms and subject to the conditions set forth in this Offer to Purchase and
Consent Solicitation Statement (as it may be amended or supplemented from time
to time, this "Statement") and the related Consent and Letter of Transmittal
(as it may be amended or supplemented from time to time, the "Consent and
Letter of Transmittal"), any and all of its outstanding 5.75% Convertible
Senior Notes due 2007 for, at the Holder's election, either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes
          ("Consideration Option A"); or

     o    for Holders who wish to retain the ABX Air shares issuable upon
          conversion of the Notes, a cash payment of $993.65 per $1,000
          principal amount of Notes ("Consideration Option B"), representing
          the cash amount into which the Notes are currently convertible
          ($908.65), plus a premium of $85.00 per $1,000 principal amount;

in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date. The Offer will expire at 11:59 p.m., New York City time, on
November 19, 2003, unless extended by Airborne. The offer to purchase the
Notes upon the terms set forth in this Statement and the Consent and Letter of
Transmittal is referred to herein as the "Offer." As part of the election to
receive Consideration Option B, a Holder is required to agree to convert its
Notes and will have to complete and submit the form entitled "Conversion
Notice" set forth in the Consent and Letter of Transmittal. See "The Offer --
Procedures for Tendering Notes and Delivering Consents in the Offer" and the
Consent and Letter of Transmittal. Airborne is not offering to purchase any
shares of ABX Air common stock in connection with the Offer. All shares of ABX
Air common stock issuable upon conversion of Notes by Holders who elect to
receive Consideration Option B will be issued by ABX Air pursuant to the terms
and conditions of the Indenture (as defined below).

In addition, as a part of the Offer, Airborne hereby solicits Consents from
the Holders to the adoption of the Proposed Amendments to the Registration
Rights Agreement, dated March 25, 2002 (the "Registration Rights Agreement"),
executed by Airborne and the Guarantors (as defined in the Indenture) for the
benefit of the Holders. Airborne is not offering any separate or additional
payment for Consents in the Offer from the payment for the Notes themselves.
Pursuant to the terms of the Registration Rights Agreement, the Proposed
Amendments require the receipt of Consents from Holders of at least a majority
in aggregate principal amount of Registrable Securities (as defined in the
Registration Rights Agreement) (the "Requisite Consents"). If the conditions
to the Offer set forth herein are not satisfied or waived by Airborne,
Airborne will not be obligated to accept for or purchase any Notes validly
tendered in the Offer, tendering Holders will not receive the Offer
Consideration and previously tendered Notes will be returned to tendering
Holders. If the Requisite Consents are not received, the Proposed Amendments
will not become operative.

     This Statement and the accompanying Consent and Letter of Transmittal
contain important information that should be read before any decision is made
with respect to the Offer. Under the terms of the Offer, the completion,
execution and delivery of the Consent and Letter of Transmittal and any
additional documents required thereby by a Holder in connection with the
tender of Notes (and thereby the delivery of the related Consent) to the Offer
prior to 11:59 p.m., New York City time, on the Expiration Date will be deemed
to constitute the Consent of that tendering Holder to the Proposed Amendments
relating to the Notes tendered and will entitle the tendering Holder to
receive the Offer Consideration selected by such Holder.


                                      i
<PAGE>


     The valid tender of Notes to the Offer will constitute the giving of
Consent with respect to such Notes. Holders may not tender their Notes to the
Offer without delivering the related Consents and may not deliver Consents
pursuant to the Offer without tendering the related Notes.

     Notes tendered and Consents delivered may be withdrawn and revoked at any
time prior to the Expiration Date by following the procedures set forth under
"The Offer -- Withdrawal of Notes and Revocation of Consents from the Offer."
The valid withdrawal of tendered Notes from the Offer will constitute the
revocation of Consent with respect to such Notes and the valid revocation of
Consent will constitute the withdrawal of the related Notes from the Offer.

     To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Offer, except that receipt of
the Requisite Consents may not be waived for purposes of effecting the
Proposed Amendments, (ii) to extend or terminate the Offer or (iii) to
otherwise amend the Offer in any respect.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will promptly pay
for all Notes validly tendered (and not validly withdrawn) pursuant to the
Offer, such payment to be made by the deposit of immediately available funds
by Airborne with Deutsche Bank Trust Company Americas, the depositary for the
Offer (the "Depositary"). In addition, Airborne will promptly instruct ABX Air
to issue shares of its common stock, if any, that are due to Holders that
elect to receive Consideration Option B. The date on which Notes are accepted
for purchase under the Offer is herein referred to as the "Acceptance Date."

     In the event that the Offer is withdrawn or otherwise not completed, the
Offer Consideration will not be paid or become payable to Holders who have
validly tendered their Notes in connection with the Offer and the Proposed
Amendments will not become effective. In any such event, any Notes previously
tendered will be returned to the tendering Holder.

     Any Holder desiring to tender Notes and deliver Consents pursuant to the
Offer should either (i) complete and sign the Consent and Letter of
Transmittal (or a manually signed facsimile thereof) in accordance with the
instructions set forth therein, including the election by such Holder as to
whether it wishes to receive Consideration Option A or Consideration Option B,
and mail or deliver such manually signed Consent and Letter of Transmittal (or
such manually signed facsimile thereof), together with the certificates
evidencing such Notes (or confirmation of the transfer of such Notes in the
account of the Depositary with The Depository Trust Company ("DTC") pursuant
to the procedures for book-entry transfer set forth herein) and any other
documents required by the Consent and Letter of Transmittal (or an Agent's
Message (as defined below) in the case of book-entry transfer) to the
Depositary, (ii) request its broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such Holder or (iii) follow the
procedures summarized below for tendering Notes and delivering Consents
through the DTC Automated Offer Program ("ATOP"). In addition, Holders
electing to receive Consideration Option B must complete and execute the
Conversion Notice contained in the Consent and Letter of Transmittal.
Beneficial owners whose Notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to
tender Notes pursuant to the Offer (and thereby deliver Consents with respect
to such Notes) so registered. A Letter of Instruction is included in the
solicitation materials provided along with this Statement that may be used by
a beneficial owner in this process to effect the tender. See "The Offer --
Procedures for Tendering Notes and Delivering Consents in the Offer."


     The Change in Control Offer
     ---------------------------

     In accordance with the terms of the Indenture, dated as of March 25, 2002
(the "Original Indenture"), as supplemented by the First Supplemental
Indenture, dated August, 15, 2003 (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), between Airborne, the
Guarantors (as defined therein) and The Bank of New York, as trustee, pursuant
to which the Notes were issued the Indenture, on October 15, 2003, Airborne
gave notice of a Change in Control of Airborne and offered to purchase Notes
for cash equal to 100% of their aggregate principal amount, plus accrued but
unpaid interest to, but excluding, the repurchase date. The change in control
offer expired at 11:59 p.m., New York City time, on November 19, 2003. No
Notes were tendered pursuant to the change in control offer.

                                      ii
<PAGE>


     Consequences to Holders that do not Participate in the Offer
     ------------------------------------------------------------

     Holders who do not tender their Notes pursuant to the Offer or who
withdraw their Notes from the Offer prior to the Expiration Date will continue
to hold Notes pursuant to the terms of the Indenture. The Notes will continue
to be convertible, except that, under the terms of the Indenture and the
Notes, they are now, following the consummation of the merger (the "Merger")
of Airborne with and into Atlantis Acquisition Corporation, an indirect wholly
owned subsidiary of DHL Worldwide Express B.V. ("DHL"), pursuant to which
Airborne became an indirect wholly owned subsidiary of DHL, convertible only
into the consideration that the shareholders of Airborne received in the
Merger. This means that every $1,000 principal amount of Notes is currently
convertible into $908.65 and 42.7599 shares of common stock of ABX Air, with
cash paid in lieu of fractional shares. Notes that are not tendered into the
Offer will continue to be obligations solely of Airborne, and will not be
obligations of, or guaranteed by, DHL or any of its affiliates. While it is
currently anticipated that Airborne will continue to operate as an indirect
wholly owned subsidiary of DHL, neither DHL nor any of its affiliates is under
any obligation to provide any financial or other support to Airborne. If the
Requisite Consents are received and the Proposed Amendments become operative,
the Proposed Amendments will be binding on all remaining Holders of Notes
which are Registrable Securities. Therefore, the adoption of the Proposed
Amendments may have adverse consequences for Holders of Notes which are
Registrable Securities who elect not to tender their Notes in either of the
Offer.

     See "Certain Significant Consequences to Holders that do not Participate
in the Offer" and "Certain United States Federal Income Tax Considerations"
for a discussion of certain factors that should be considered in evaluating
the Offer.


                                   * * * * *

     Any questions concerning the terms of the Offer may be directed to
Deutsche Bank Securities, the dealer manager and the solicitation agent for
the transactions (in its capacity as such, the "Dealer Manager" and the
"Solicitation Agent") at the address and telephone numbers set forth on the
back cover of this Statement. Questions and requests for assistance or
additional copies of materials should be directed to D.F. King & Co., Inc.,
the information agent for the transactions (the "Information Agent"), at the
address and telephone numbers set forth on the back cover of this Statement.
Beneficial owners of Notes may also contact their brokers, dealers, commercial
banks or trust companies through which they hold the Notes with questions and
requests for assistance concerning the transaction contemplated hereby. Any
Holder or beneficial owner that has questions concerning the tender procedures
should contact the Depositary at one of the addresses or telephone numbers set
forth on the back cover of this Statement.


                                   IMPORTANT

     This Statement constitutes neither an offer to purchase Notes nor a
solicitation of Consents in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or solicitation
under applicable securities or blue sky laws. The delivery of this Statement
shall not under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof or
that there has been no change in the information set forth herein or in any
attachments hereto or in the affairs of Airborne or any of its subsidiaries or
affiliates since the date hereof.

     No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Statement and,
if given or made, such information or representation may not be relied upon as
having been authorized by Airborne, the Dealer Manager, the Solicitation Agent
or the Information Agent.

     None of Airborne, the Dealer Manager, the Solicitation Agent or the
Information Agent makes any recommendation to you as to whether you should
tender or refrain from tendering your Notes into the Offer or consent or
refrain from consenting to the Proposed Amendments.


                                     iii
<PAGE>

                               TABLE OF CONTENTS

                                                                           Page

SUMMARY TERM SHEET............................................................1
PURPOSE OF THE OFFER; SOURCE OF FUNDS.........................................3
OFFER COMPARISON..............................................................5
THE OFFER.....................................................................5
  Principal Terms of the Offer................................................5
    The Offer.................................................................5
    Expiration, Extension, Amendment and Termination of the Offer.............6
    Acceptance of Notes for Purchase and Payment for Notes in the Offer.......7
    Conditions to the Offer...................................................8
  Procedures for Tendering Notes and Delivering Consents in the Offer.........9
    Election of Offer Consideration..........................................10
    Tender of Notes Held in Physical Form....................................10
    Tender of Notes Held Through A Custodian.................................10
    Tender of Notes Held Through DTC.........................................11
    Signature Guarantees.....................................................11
    Book-Entry Transfer......................................................11
    Transfers of Ownership of Tendered Notes.................................11
    No Guaranteed Delivery...................................................12
    Backup Withholding.......................................................12
    Effect of Consent and Letter of Transmittal..............................12
    Conversion of Notes Tendered in the Offer................................12
    Other Matters............................................................13
  Withdrawal of Notes and Revocation of Consents from the Offer..............13
  Absence of Appraisal Rights................................................14
THE CHANGE IN CONTROL OFFER..................................................15
CERTAIN SIGNIFICANT CONSEQUENCES TO HOLDERS THAT DO NOT PARTICIPATE
  IN THE OFFER...............................................................15
  Limited Trading Market.....................................................15
  Limited Information Concerning Airborne....................................16
  Effect of the Proposed Amendments..........................................16
  Redemption or Repurchase of Notes..........................................16
  Tax Considerations.........................................................16
DESCRIPTION OF THE PROPOSED AMENDMENTS.......................................16
  Amendments to the Registration Rights Agreement............................16
  General Information with Respect to the Proposed Amendments................17

<PAGE>

MARKET PRICE INFORMATION FOR THE ABX AIR COMMON STOCK........................17
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS......................17
  Tax Considerations for U.S. Holders........................................18
  Tax Considerations for Non-U.S. Holders....................................19
  Information Reporting and Backup Withholding...............................19
IMPORTANT TAX INFORMATION FOR THE OFFER......................................19
LOST OR MISSING CERTIFICATES.................................................20
THE DEALER MANAGER, THE SOLICITATION AGENT, THE DEPOSITARY
  AND THE INFORMATION AGENT..................................................20



<PAGE>


                              SUMMARY TERM SHEET

     The following are answers to some of the questions that you, as a holder
of the 5.75% Convertible Senior Notes Due 2007 of Airborne, Inc. may have with
respect to the Offer. We urge you to read the remainder of this Statement and
the accompanying Consent and Letter of Transmittal carefully because the
information in this summary term sheet is not complete. Additional important
information is contained in the remainder of this document and in the other
documents delivered herewith.


WHO IS OFFERING TO BUY YOUR NOTES?

o    Airborne, the issuer of the Notes, is making the Offer. As part of
     its Offer, Airborne is also soliciting consents to amend the Registration
     Rights Agreement related to the Notes.

WHAT SECURITIES ARE THE SUBJECT OF THE OFFER?

o    We are offering to purchase all of our outstanding 5.75% Senior
     Convertible Notes due 2007. As of November 4, 2003, there were
     $150,000,000 aggregate principal amount of Notes outstanding. The Notes
     were issued under an Indenture, dated March 25, 2002, as supplemented by
     the First Supplemental Indenture, dated August 15, 2003, in each case by
     and among Airborne, as issuer, the Guarantors (as defined therein) and
     The Bank of New York, as trustee. We are also seeking, as part of the
     Offer, your consent to amendments to the Registration Rights Agreement.

WHY IS AIRBORNE OFFERING TO PURCHASE YOUR NOTES?

o    The Offer: We are offering to purchase your Notes in the Offer in order
     to retire the debt and improve our financial position. We also want to
     terminate our obligation to pay Liquidated Damages to the Holders of
     Registrable Securities under the Registration Rights Agreement. As we no
     longer have a reporting obligation with respect to our common stock, we
     would like to avoid the effort and cost associated with making the
     filings under the Securities and Exchange Act of 1934, as amended (the
     "Exchange Act"), that are required in connection with maintaining a shelf
     registration statement in respect of the very limited amount of Notes
     that continue to be Registrable Securities (less than $15.0 million
     aggregate principal amount).

WHAT PRICE WILL YOU RECEIVE FOR YOUR NOTES IF YOU TENDER THEM TO US IN THE
OFFER?

o    We are offering to purchase your Notes in the Offer for, at your
     election, either:

     o    a cash payment of $1,080 per $1,000 principal amount of Notes
          ("Consideration Option A"); or

     o    if you elect to convert your Notes as described below, a cash
          payment of $993.65 per $1,000 principal amount of Notes
          ("Consideration Option B"), representing the cash amount into which
          the Notes are currently convertible ($908.65), plus a premium of
          $85.00 per $1,000 principal amount;

     in each case plus accrued and unpaid interest to, but excluding, the date
     we accept the Notes for purchase in the Offer. If you elect Consideration
     Option B, you will be required to convert your Notes and will have to
     complete the form entitled "Conversion Notice" set forth in the Consent
     and Letter of Transmittal. Upon conversion of your Notes you will be
     entitled to receive from ABX Air, Inc. 42.7599 shares of common stock,
     par value $0.01, of ABX Air, Inc. per $1,000 principal amount of Notes,
     pursuant to the terms and conditions of the Indenture.

WHAT PRICE WILL YOU RECEIVE IF YOU CONSENT TO THE PROPOSED AMENDMENTS IN THE
OFFER?

o    We are not offering any separate or additional payments for your consent
     to the proposed amendments to the registration rights agreement in the
     Offer from the payment for the Notes themselves.

MAY I CONSENT TO THE PROPOSED AMENDMENTS WITHOUT TENDERING MY NOTES IN THE
OFFER?

o    No. In order to consent to the proposed amendments to the registration
     rights agreement in the Offer, you must tender the Notes with respect to
     which such consent relates. You cannot tender your Notes in the Offer
     without consenting to the proposed amendments to the registration rights
     agreement.


                                      1
<PAGE>

WILL AIRBORNE PURCHASE THE NOTES EVEN IF IT DOES NOT RECEIVE THE REQUISITE
CONSENTS TO THE PROPOSED AMENDMENTS?

o    Yes. The Offer is not conditioned on receipt of the requisite consents to
     amend the registration rights agreement.

WHEN DOES THE OFFER EXPIRE?

o    You have until 11:59 p.m., New York City time, on December 5, 2003, to
     tender your Notes in the Offer and thereby consent to the proposed
     amendments to the registration rights agreement, unless we choose to
     extend the Offer. We will make a public announcement if we extend the
     Offer to purchase and solicitation.

WHEN WILL YOU RECEIVE PAYMENT FOR YOUR TENDERED NOTES?

o    We will pay for the Notes tendered into the Offer promptly following
     December 5, 2003, the day on which your right to tender notes and consent
     to the proposed amendments expires, if the Offer is not extended. If the
     Offer is extended, we will pay for tendered notes promptly following
     expiration of the extended Offer. We will also promptly instruct ABX Air
     to issue the shares of ABX Air common stock issuable upon the conversion
     of Notes by Holders who have elected to receive Consideration Option B.

CAN YOU WITHDRAW YOUR TENDERED NOTES?

o    Yes. You may withdraw Notes tendered into the Offer at any time before
     11:59 p.m., New York City time, on December 5, 2003, or, if the Offer is
     extended, 11:59 p.m., New York City time, on such later date to which the
     Offer is extended. To withdraw your Notes from the Offer, and thereby
     revoke your consent, please follow the instructions under "The Offer --
     Withdrawal Rights and Revocation of Consents from the Offer" in this
     document. If you withdraw your tendered Notes, you will be deemed to have
     revoked your consent with respect to the withdrawn Notes.

MAY YOU REVOKE YOUR CONSENTS IN THE OFFER?

o    You may revoke your consent to the proposed amendments to the
     registration rights agreement delivered in the Offer at any time prior to
     11:59 p.m., New York City time, on December 5, 2003, or, if the Offer is
     extended, 11:59 p.m., New York City time, on such later date to which the
     Offer is extended. To revoke your consent, and thereby withdraw your
     Notes from the Offer, please follow the instructions under "The Offer --
     Withdrawal Of Notes and Revocation of Consents from the Offer" in this
     document. If you revoke your consent, you will be deemed to withdraw your
     tendered Notes with respect to which the revoked consent relates. You may
     not revoke your consent to the proposed amendments to the registration
     rights agreement without withdrawing your tendered Notes.

I TENDERED MY NOTES PRIOR TO DECEMBER 3, 2003. DO I NEED TO TAKE ANY FURTHER
ACTION IF DON'T WANT TO WITHDRAW MY TENDER?

o    No. If you validly tendered Notes prior to December 3, 2003, your tender
     will remain valid unless you elect to withdraw your tendered Notes.
     Holders who elected to receive the Offer Consideration option previously
     called the "Cash and Stock Alternative" will receive Consideration Option
     B. The consideration and terms applicable to Consideration Option B are
     identical to what was previously termed the Cash and Stock Alternative,
     the name of which has been changed to clarify the fact that Airborne is
     not issuing or acquiring ABX Air Common stock as part of the Offer. If
     you wish to change your prior election regarding the Offer Consideration
     to be received, you must withdraw and validly re-tender your Notes.

WHAT HAPPENS TO YOUR NOTES IF YOU DO NOT TENDER THEM IN THE OFFER?

o    If you do not tender your Notes, they will remain outstanding and will
     continue to accrue interest until the date of maturity, April 1, 2007,
     unless earlier redeemed by us in accordance with their terms. You will
     continue to have the right to convert your Notes, except that, under the
     terms of the Notes and the indenture, they are now convertible only into
     the consideration received by Airborne's shareholders in its merger with
     DHL. This means that each $1,000 principal amount of Notes is currently
     convertible into $908.65 and 42.7599 shares of ABX Air's common stock,
     with cash paid in lieu of fractional shares. Under the terms of the
     indenture governing the Notes, you may continue to present your Notes for
     conversion to Airborne at its principal office, 1301 Western Avenue, P.O.
     Box 662, Seattle, Washington 98111-0662, or to the Corporate Trust
     Administration, The Bank of New York, 101 Barclay Street, Floor 8W, New
     York, New York 10286. On


                                      2
<PAGE>

     October 14, 2003, the closing price on the OTC Bulletin Board for a share
     of ABX Air's common stock was $3.30. On November 4, 2003, the closing
     price on the OTC Bulletin Board for a share of ABX Air's common stock was
     $3.65. You should obtain current market quotes for ABX Air common stock
     before making your decision to tender. See "Market Price Information for
     ABX Air Common Stock" in this document.

o    After we purchase Notes under the Offer, the trading market for the Notes
     may be significantly more limited, which may adversely affect the
     liquidity of the Notes. There can be no assurance that any trading market
     will exist for the Notes following the consummation of the Offer. The
     extent of the trading market for the Notes following the consummation of
     the Offer will depend upon, among other things, the remaining outstanding
     principal amount of the Notes at that time, the number of holders of the
     Notes remaining at that time and the interest in maintaining a market in
     the Notes on the part of securities firms.

o    If the proposed amendments to the registration rights agreement are
     approved by a majority in aggregate principal amount of the Notes which
     are Registrable Securities, we will execute a registration rights
     amendment giving effect to the proposed amendments. See "Description of
     the Proposed Amendments."

WHAT ARE THE TAX CONSEQUENCES TO YOU IF YOU TENDER YOUR NOTES IN THE OFFER?

o    The receipt of cash or cash and stock in exchange for Notes in the Offer
     will be a taxable transaction to you for United States federal income tax
     purposes. You will generally recognize capital gain or loss on the sale
     to us of a Note in an amount equal to the difference between (i) the
     amount of cash received for your Note (other than in respect of accrued
     interest) plus the fair market value of the ABX Air common stock received
     (determined as of the date the Notes are converted), if any, and (ii)
     your "adjusted tax basis" in the Notes sold. The capital gain or loss
     will be long-term if you held the Note for more than one year at the time
     of the sale to us. An exception to this capital gain treatment may apply
     if you purchased the Note at a "market discount." See "Certain United
     States Federal Income Tax Considerations" in this document.

HOW SHOULD YOU TENDER YOUR NOTES IN THE OFFER?

o    To tender your Notes in the Offer, you must carefully follow the
     instructions in this document, the Consent and Letter of Transmittal and
     in the accompanying materials. Persons holding Notes through the
     Depository Trust Company must follow a different process than those who
     are themselves the record Holders of the Notes. See "The Offer --
     Procedures for Tendering Notes and Delivering Consents in the Offer" in
     this document.

WHO CAN YOU TALK TO IF YOU NEED MORE INFORMATION?

o    Any questions or request for assistance or additional copies of this
     offer to purchase and consent solicitation statement or any of the
     accompanying materials may be directed to the Dealer Manager at (866)
     627-0391 (toll free) or (212) 250-7445 (collect) or the Information Agent
     at (888) 887-0082 (toll free). You may also contact your broker, dealer,
     commercial bank or trust company or nominee for assistance concerning the
     Offer.

                     PURPOSE OF THE OFFER; SOURCE OF FUNDS

     The principal purpose of the Offer is to cause all of the Notes to be
retired and improve our financial position. Airborne also wants to terminate
its obligation to pay Liquidated Damages to the Holders of Registrable
Securities under the Registration Rights Agreement. As Airborne no longer has
a reporting obligation with respect to its common stock, Airborne would
like to avoid the effort and cost associated with making the filings under the
Exchange Act that are required in connection with maintaining a shelf
registration statement in respect of the very limited amount of Notes that
continue to be Registrable Securities (less than $15.0 million principal
amount).

     The maximum amount of funds required by Airborne to pay for the
consummation of the transactions contemplated by this Statement and the
related fees and expenses is estimated to be approximately $163.6 million,
assuming that 100% of the outstanding principal amount of Notes are tendered
and accepted for purchase into the Offer.

     Airborne intends to fund the payments for the Notes, together with the
fees and expenses incurred in connection therewith, through equity
contributions or an intercompany loan, documented in the form of an
intercompany balance, from DHL or its affiliates, including Deutsche Post AG
("DPAG"). Any intercompany loan will bear interest at a rate based on U.S.
LIBOR plus a margin and be payable on demand. No documentation of an
intercompany loan is contemplated. In the event that money is loaned to
Airborne, it does not currently have any


                                      3
<PAGE>

plans with respect to the repayment of such a loan. DHL and its affiliates
have on hand or available sufficient funds to pay the maximum estimated amount
required for the consummation of the transactions contemplated by this
Statement and the associated fees and expenses. As DHL and/or its affiliates,
including DPAG, are providing financing for the Offer, these entities may be
deemed to also be "bidders" that are seeking to purchase your Notes from
Holders through Airborne.

     From time to time after the Expiration Date, Airborne or its affiliates
may acquire Notes, if any, which remain outstanding following consummation of
the Offer through open market purchases, privately negotiated transactions,
offers, exchange offers or otherwise, upon such terms and at such prices as it
may determine, which may be more or less than the price to be paid pursuant to
the Offer and could be for cash or other consideration. Alternatively, subject
to the provisions of the Notes and the Indenture, Airborne may choose to
redeem the Notes. There can be no assurance as to which, if any, of these
alternatives (or combinations thereof) Airborne or its affiliates will pursue.
Any purchases of Notes by Airborne after the Expiration Date will be made in
accordance with the requirements of the Exchange Act, including the rules
promulgated thereunder, and other applicable laws.



                                      4
<PAGE>

                               OFFER COMPARISON

         For your convenience, set forth below is a chart that describes what
would happen if a Holder tendered $100,000 principal amount of Notes in the
Offer and elected to receive (i) Consideration Option A and (ii) Consideration
Option B. In each scenario, we have assumed that the Notes are accepted for
payment in the Offer on December 5, 2003, that on this date the price of a
single share of ABX Air common stock is $4.01 (the closing price on the OTC
Bulletin Board on December 1, 2003 for a share of ABX Air's common sotck). The
information presented below is only meant to be illustrative. The actual
outcomes of the Offer, particularly as they relate to the price of ABX Air
common stock on a given date, may be very different.


                                                           Number of Shares of
Consideration           Amount of Cash to be               Common Stock to be
   Option              Received from Airborne             Received from ABX Air
-------------    -------------------------------------    ---------------------

Consideration    $108,000, plus $1022.22 in accrued             0 shares
Option A         but unpaid interest

Consideration    $99,365, plus (i) $1022.22 in accrued     4,275 shares, with
Option B         but unpaid interest and (ii) $3.97 as     a market value of
                 payment in lieu of receipt of a           $17,142.75
                 fractional share of ABX Air stock


                                   THE OFFER

                         Principal Terms of the Offer

     The Offer
     ---------

     Airborne hereby offers to purchase for cash, upon the terms and subject
to the conditions set forth in this Statement and the related Consent and
Letter of Transmittal, any and all of its outstanding Notes validly tendered
and not validly withdrawn for, at the election of the Holder, either
Consideration Option A or Consideration Option B, plus accrued and unpaid
interest to, but excluding, the Acceptance Date. In addition, as part of the
Offer, Airborne hereby solicits, upon the terms and subject to the conditions
set forth in this Statement and the related Consent and Letter of Transmittal,
Consents to the adoption of the Proposed Amendments to the Registration Rights
Agreement. Airborne is not offering any separate or additional payment for
Consents in the Offer from the payment for the Notes themselves. Pursuant to
the terms of the Registration Rights Agreement, the Proposed Amendments
require the receipt of the Requisite Consents. If the conditions to the Offer
set forth herein are not satisfied or waived by Airborne, Airborne will not be
obligated to accept for or purchase any Notes validly tendered in the Offer,
tendering Holders will not receive the Offer Consideration and previously
tendered Notes will be returned to tendering Holders. If the Requisite
Consents are not received, the Proposed Amendments will not become operative.

     Under the terms of this Statement and the Consent and Letter of
Transmittal, the completion, execution and delivery of the Consent and Letter
of Transmittal and any additional documents required thereby by a Holder in
connection with the tender of Notes to the Offer prior to 11:59 p.m., New York
City time, on the Expiration Date will be deemed to constitute the Consent of
that tendering Holder to the Proposed Amendments relating to the Notes
tendered and will entitle the tendering Holder to receive the Offer
Consideration selected by such Holder.

     Holders may not tender their Notes to the Offer without delivering the
related Consents and may not deliver Consents pursuant to the Offer without
tendering the related Notes. Notes tendered and Consents delivered may be
withdrawn at any time prior to the Expiration Date by following the procedures
set forth below under "-- Withdrawal of Notes and Revocation of Consents from
the Offer." The valid withdrawal of Notes from the Offer will constitute the
revocation of Consent with respect to such Notes and the valid revocation of
Consent will constitute the withdrawal of the related Notes from the Offer.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will pay for, all
Notes validly tendered (and


                                      5
<PAGE>


not validly withdrawn) pursuant to the Offer, such payment to be made by the
deposit of immediately available funds by Airborne with the Depositary.
Airborne will also promptly instruct ABX Air to issue the stock portion of
Consideration Option B, if any.

     Assuming that the Requisite Consents are received, Airborne intends on
the Acceptance Date to execute an amendment to the Registration Rights
Agreement (the "Registration Rights Amendment"). If the Requisite Consents are
received and the Proposed Amendments become operative, the Proposed Amendments
will be binding on all non-tendering Holders of Notes which are Registrable
Securities. Therefore, the adoption of the Proposed Amendments may have
adverse consequences for Holders of Notes which are Registrable Securities who
elect not to tender their Notes in to the Offer.

     Holders who do not tender their Notes for purchase pursuant to the Offer
or who withdraw their Notes prior to the Expiration Date will continue to hold
Notes pursuant to the terms of the Indenture. The Notes will continue to be
obligations solely of Airborne, and will not be obligations of, or guaranteed
by, DHL or any of its affiliates. While it is currently anticipated that
Airborne will continue to operate as an indirect wholly owned subsidiary of
DHL, neither DHL nor any of its affiliates is under any obligation to provide
any financial or other support to Airborne. See "Certain Significant
Consequences to Holders that do not Participate in the Offer."

     The Notes purchased in the Offer will cease to be outstanding and will be
delivered to the Trustee for cancellation immediately after such purchase.
After we purchase Notes under the Offer, the trading market for the Notes may
be significantly more limited, which may adversely affect the liquidity of the
Notes. There can be no assurance that any trading market will exist for the
Notes following the consummation of the Offer. The extent of the trading
market for the Notes following the consummation of the Offer will depend upon,
among other things, the remaining outstanding principal amount of the Notes at
such time, the number of Holders remaining at such time and the interest in
maintaining a market in the Notes on the part of securities firms.

     If less than all the principal amount of Notes held by a Holder is
tendered and accepted pursuant to the Offer, Airborne will issue, and the
Trustee will authenticate and deliver to or on the order of the Holder
thereof, at the expense of Airborne, new Notes of authorized denominations in
a principal amount equal to the portion of the Notes not tendered or not
accepted, as the case may be, as promptly as practicable after the Expiration
Date.

     Expiration, Extension, Amendment and Termination of the Offer
     -------------------------------------------------------------

     The Offer will expire at 11:59 p.m., New York City time, on December 5,
2003, unless extended by Airborne.

     Airborne expressly reserves the right to extend the Offer on a daily
basis or for such period or periods as it may determine in its sole discretion
from time to time by giving written or oral notice to the Depositary and by
making a public announcement by press release prior to 9:00 a.m., New York
City time, on the next business day following the previously scheduled
Expiration Date. During any extension of the Offer, Notes previously tendered
and all related Consents previously delivered pursuant to the Offer (and not
validly withdrawn) will remain subject to the Offer and may, subject to the
terms and conditions of the Offer, be accepted for purchase by Airborne on the
Expiration Date, subject to the withdrawal rights of Holders. For purposes of
the Offer, the term "business day" means any day other than a Saturday, Sunday
or a federal holiday, and shall consist of the time period from 12:01 a.m.
through 12:00 midnight Eastern Time.

     To the extent it is legally permitted to do so, Airborne expressly
reserves the right, in its sole discretion, to (i) waive any condition to the
Offer, except that receipt of the Requisite Consents is required for the
approval of the Proposed Amendments and may not be waived with respect to the
Proposed Amendments, (ii) increase the Offer Consideration or (iii) amend any
other term of the Offer. Any amendment to the Offer will apply to all Notes
tendered and not previously accepted for purchase, regardless of when or in
what order such Notes were tendered. If Airborne makes a material change in
the terms of the Offer, Airborne will disseminate additional Offer materials
and will extend the Offer, in each case, to the extent required by law. In
addition, if Airborne changes either (x) the principal amount of the Notes
subject to the Offer or (y) the Offer Consideration, then the Offer will be
amended to the extent required by law to ensure that the Offer remains open
for at least ten business days after the date that notice of any such change
is first published, given or sent to Holders by Airborne.

     To the extent it is legally permitted to do so, Airborne expressly
reserves the right, in its sole discretion, to terminate the Offer, including
if any conditions applicable to the Offer set forth under "-- Conditions to
the Offer"


                                      6
<PAGE>

have not been satisfied or waived by Airborne. Any such termination will be
followed promptly by a public announcement of such termination and Airborne
will also promptly inform the Depositary of its decision to terminate the
Offer.

     In the event that the Offer is withdrawn or otherwise not completed, the
Offer Consideration will not be paid or become payable to Holders who have
validly tendered their Notes in connection with the Offer. In any such event,
any Notes previously tendered will be returned to the tendering Holder and the
Proposed Amendments will not become operative.

     Acceptance of Notes for Purchase and Payment for Notes in the Offer
     -------------------------------------------------------------------

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms of any such extension or
amendment) and subject to applicable law, Holders that tender their Notes to
the Offer (and do not properly withdraw such tenders) and thereby deliver
their Consents to the Proposed Amendments on or prior to 11:59 p.m., New York
City time, on the Expiration Date will be entitled to receive the Offer
Consideration. Upon the terms and subject to the conditions of the Offer,
Airborne will purchase, by accepting for purchase on the Expiration Date, and
will pay for such Notes promptly following the Acceptance Date. In addition,
Airborne will promptly instruct ABX Air to issue the shares of its common
stock, if any, that are due to Holders that elect to receive the Consideration
Option B.

     Airborne expressly reserves the right, in its sole discretion, to extend
the Expiration Date and to delay acceptance for purchase of Notes tendered
under the Offer or the payment for Notes accepted for purchase pursuant to the
Offer (subject to Rule 14e-1 under the Exchange Act, which requires that
Airborne pay the consideration offered or return the Notes deposited by or on
behalf of the Holders promptly after the termination or withdrawal of the
Offer) if any of the conditions set forth below under "-- Conditions to the
Offer" shall not have been satisfied or waived by Airborne or in order to
comply in whole or in part with any applicable law, in either case by oral or
written notice of such delay to the Depositary. In all cases, payment for
Notes accepted for purchase pursuant to the Offer will be made only after
timely receipt by the Depositary of Notes (or confirmation of book-entry
transfer thereof), a properly completed and duly executed Consent and Letter
of Transmittal (or a facsimile thereof) and any other documents required
thereby.

     For purposes of the Offer, Airborne will be deemed to have accepted for
purchase validly tendered Notes (or defectively tendered Notes with respect to
which Airborne has waived such defect) if, as and when Airborne gives oral or
written notice thereof to the Depositary. Payment for Notes accepted for
purchase in the Offer will be made by Airborne by depositing such payment, in
immediately available funds, with the Depositary, which will act as agent for
the tendering Holders for the purpose of receiving the Offer Consideration and
transmitting the same to such Holders. Airborne will notify the Depositary of
which Notes tendered on or prior to the Expiration Date are accepted for
purchase and payment pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, delivery of the cash portion of Offer Consideration
will be made by the Depositary promptly after receipt of funds for the payment
of such Notes by the Depositary. Holders who elect to receive Consideration
Option B should be aware that the stock portion of the Consideration Option B
will be issued directly to them by National City Bank, the transfer agent and
registrar for ABX Air, following receipt of instructions to issue such shares
from ABX Air.

     Tenders of Notes and the accompanying delivery of Consents pursuant to
the Offer will be accepted only in principal amounts of $1,000 or integral
multiples thereof (provided that no single Note may be purchased in part
unless the principal amount of such Note to be outstanding after such
repurchase is equal to $1,000 or an integral multiple thereof).

     If, for any reason, acceptance for purchase of or payment for validly
tendered Notes pursuant to the Offer is delayed, or Airborne is unable to
accept for purchase or to pay for validly tendered Notes pursuant to the
Offer, then the Depositary may, nevertheless, on behalf of Airborne, retain
tendered Notes, without prejudice to the rights of Airborne and of Holders
described under "-- Expiration, Extension, Amendment and Termination of the
Offer," "-- Conditions to the Offer" and "-- Withdrawal of Notes and
Revocation of Consents from the Offer," but subject to Rule 14e-1 under the
Exchange Act, which requires that Airborne pay the consideration offered or
return the Notes tendered promptly after the termination or withdrawal of the
Offer.

     If any tendered Notes are not accepted for purchase for any reason
pursuant to the terms and conditions of the Offer, or if certificates are
submitted evidencing more Notes than are tendered, certificates evidencing
unpurchased Notes will be returned, without expense, to the tendering Holder
(or, in the case of Notes tendered by


                                      7
<PAGE>

book-entry transfer into the Depositary's account at DTC pursuant to the
procedures set forth below under the caption "Procedures for Tendering Notes
and Delivering Consents in the Offer -- Book-Entry Transfer," such Notes will
be credited to an account maintained at DTC, designated by the participant
therein who so delivered such Notes), unless otherwise requested by such
Holder under "Special Delivery Instructions" in the Consent and Letter of
Transmittal, promptly following the Expiration Date.

     No alternative, conditional or contingent tenders will be accepted. A
tendering Holder, by execution of a Consent and Letter of Transmittal (or a
manually signed facsimile thereof), waives all right to receive notice of
acceptance of such Holder's Notes for purchase.

     Holders of Notes tendered and accepted for purchase pursuant to the Offer
will be entitled to accrued and unpaid interest on their Notes to, but not
including, the Acceptance Date. Under no circumstances will any additional
interest be payable because of any delay by the Depositary in the transmission
of funds to the Holders of purchased Notes or otherwise.

     Holders of Notes purchased in the Offer will not be obligated to pay
brokerage commissions or fees or to pay transfer taxes with respect to the
purchase of their Notes unless the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" on the
Consent and Letter of Transmittal has been completed, as described in the
Instructions thereto. Airborne will pay all other charges and expenses in
connection with the Offer. See "The Dealer Manager, the Solicitation Agent,
the Depositary and the Information Agent."

     Conditions to the Offer
     -----------------------

     Airborne's obligation to accept for purchase and to pay for Notes validly
tendered and not validly withdrawn in the Offer is subject to and conditioned
upon the satisfaction or waiver of the conditions set forth below. If the
conditions to the Offer set forth herein are not satisfied or waived, Airborne
will not be obligated to accept for or purchase any Notes validly tendered in
the Offer, tendering Holders will not receive the Offer Consideration and
previously tendered Notes will be returned to tendering Holders. If the
Requisite Consents are not received, the Proposed Amendments will not become
operative.

     Airborne may waive any of the conditions of the Offer, in whole or in
part, at any time and from time to time prior to the Expiration Date, except
that (i) the receipt of Requisite Consents is required for approval of the
Proposed Amendments and may not be waived with respect to the Proposed
Amendments and (ii) with respect to Holders who have elected to receive
Consideration Option B, Airborne may not waive the condition that such Holders
shall have submitted a completed Conversion Notice with respect to the Notes
to be converted. If the Requisite Consents are obtained pursuant to the Offer
by the Expiration Date, Airborne intends, on the Acceptance Date, to execute
the Registration Rights Amendment.

     Subject to Rule 14e-1(c) under the Exchange Act and notwithstanding any
other provision of the Offer and in addition to (and not in limitation of)
Airborne's rights to terminate, extend and/or amend the Offer in its sole
discretion, Airborne shall not be required to accept for purchase, or to pay
for, any tendered Notes if any of the following have occurred:

          (a) there shall have been instituted, threatened, or be pending any
     action or proceeding (or there shall have been any material adverse
     development in any action or proceeding currently instituted, threatened
     or pending) before or by any court, governmental, regulatory or
     administrative agency or instrumentality, or by any other person, in
     connection with the Offer, that in the reasonable judgment of Airborne,
     either (i) is, or is reasonably likely to be, materially adverse to the
     business, operations, properties, condition (financial or otherwise),
     assets, liabilities or prospects of Airborne or (ii) would or might
     prohibit, prevent, restrict or delay consummation of the Offer;

          (b) an order, statute, rule, regulation, executive order, stay,
     decree, judgment or injunction shall have been proposed, threatened,
     enacted, entered, issued, promulgated, enforced or deemed applicable by
     any court of governmental, regulatory or administration agency or
     instrumentality that, in the reasonable judgment of Airborne, would or
     might prohibit, prevent, restrict or delay consummation of the Offer or
     that is, or is reasonably likely to be, materially adverse to the
     business, operations, properties, condition (financial or otherwise),
     assets, liabilities or prospects of Airborne;

          (c) the Trustee under the Indenture shall have objected in any
     respect to or taken any action that could, in the reasonable judgment of
     Airborne, adversely affect the consummation of the Offer or



                                      8
<PAGE>

     Airborne's ability to effect any of the Proposed Amendments, or shall
     have taken any action that challenges the validity or effectiveness of
     the procedures used by Airborne in soliciting the Consents (including the
     form thereof) or in the making of the Offer or the acceptance of, or
     payment for, the Notes and Consents; or

          (d) there shall have occurred (i) any general suspension of, or
     limitation on prices for, trading in securities in the United States
     securities or financial markets, (ii) any significant adverse change in
     the price of the Notes in the United States or other major securities or
     financial markets, (iii) a material impairment in the United States
     trading market for debt securities, (iv) a declaration of a banking
     moratorium or any suspension of payments in respect of banks in the
     United States or other major financial markets (whether or not
     mandatory), (v) any limitation (whether or not mandatory) by any
     government or governmental, administrative or regulatory authority or
     agency, domestic or foreign, or other event that, in the reasonable
     judgment of Airborne, might affect the extension of credit by banks or
     other lending institutions, (vi) a commencement of a war or armed
     hostilities or other national or international calamity directly or
     indirectly involving the United States or (vii) in the case of any of the
     foregoing existing on the date hereof, a material acceleration or
     worsening thereof.

     In addition, Airborne shall not be required to accept for purchase or to
pay Consideration Option B in respect of any tendered Notes as to which the
Holder thereof shall have elected to receive Consideration Option B, unless
such Holder shall have submitted a completed Conversion Notice in respect of
such Notes.

     The conditions to the Offer are for the sole benefit of and may be
asserted by Airborne, in its reasonable discretion, regardless of the
circumstances giving rise to such conditions, or may be waived by Airborne, in
whole or in part, at any time or from time to time prior to the Expiration
Date, in its reasonable discretion, except that (i) receipt of the Requisite
Consents is required by the Indenture and the Registration Rights Agreement
for the approval of the Proposed Amendments and may not be waived with respect
to the Proposed Amendments and (ii) with respect to Holders who have elected
to receive Consideration Option B, Airborne may not waive the condition that
such Holders shall have submitted a completed Conversion Notice with respect
to the Notes to be converted. The failure by Airborne at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right,
and each such right shall be deemed an ongoing right, which may be asserted at
any time and from time to time. Any determination by Airborne concerning the
events described in this section shall be final and binding upon all persons.

      Procedures for Tendering Notes and Delivering Consents in the Offer

     The valid tender of Notes to the Offer (which are not subsequently
withdrawn) will constitute the delivery of Consent with respect to such Notes.
Holders may not tender their Notes to the Offer without delivering the related
Consents. A defective tender of Notes to the Offer (which defect is not waived
by Airborne) will not constitute a valid Consent to the Proposed Amendments
and will not be counted for purposes of determining whether the Requisite
Consents have been received by Airborne. Holders may not deliver Consents
pursuant to the Offer without tendering the related Notes. Accordingly, any
Holder desiring to Consent to the Proposed Amendments pursuant to the Offer
must validly tender (and not validly withdraw) such Holder's Notes to the
Offer by complying with the procedures for tendering Notes set forth in this
Statement and the accompanying Consent and Letter of Transmittal.

     The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering the Consent and Letters of Transmittal and,
except as otherwise provided in the Consent and Letter of Transmittal,
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, it is suggested that the Holder use properly insured,
registered mail with return receipt requested, and that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Depositary on or prior to such date. Manually signed facsimile copies of the
Consent and Letter of Transmittal, properly completed and duly executed, will
be accepted. The Consent and Letters of Transmittal and Notes should be sent
only to the Depositary, not to Airborne, the Trustee, the Dealer Manager, the
Solicitation Agent, the Information Agent or DTC.

     The tender of Notes by a Holder (and subsequent acceptance of such tender
by Airborne) in the Offer pursuant to any of the procedures set forth in this
Statement and in the accompanying Consent and Letter of


                                      9
<PAGE>

Transmittal will constitute a binding agreement between such Holder and
Airborne, upon the terms and subject to the conditions of the Offer set forth
in this Statement and in the accompanying Consent and Letter of Transmittal.

     Only registered Holders are authorized to tender their Notes and thereby
Consent to the Proposed Amendments. The procedures by which Notes may be
tendered (and the related Consents thereby given) by beneficial owners that
are not registered Holders will depend upon the manner in which the Notes are
held.

     Unless the Notes being tendered are deposited by the Holder with the
Depositary prior to the Expiration Date (accompanied by a properly completed
and duly executed Consent and Letter of Transmittal), Airborne may, at its
option, reject such tender. Payment for Notes will be made only against
deposit of tendered Notes and delivery of all other required documents.

     Election of Offer Consideration
     -------------------------------

     As part of the tendering process in the Offer, a Holder must elect to
receive either Consideration Option A or Consideration Option B by either (i)
completing the form entitled "Election of Offer Consideration" and, if the
Holder elects to receive Consideration Option B, the form entitled "Conversion
Notice" in the Consent and Letter of Transmittal, (ii) requesting its broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction and select the form of consideration such Holder desires to
receive or (iii) following the appropriate procedures prescribed by DTC for
tendering Notes and selecting the form of consideration through ATOP. As part
of the election to receive Consideration Option B, a Holder is required to
agree to convert its Notes and to complete and execute the Conversion Notice
contained in the Consent and Letter of Transmittal. The Conversion Notice and
conversion of the Notes will not be effective until the related Notes are
accepted for payment by Airborne. Any tender of Notes into the Offer in which
a Holder either (i) elects to receive Consideration Option B but fails to
properly complete and execute the Conversion Notice or (ii) elects to receive
both the Consideration Option A and Consideration Option B will not constitute
a valid tender of Notes, and such Holder will not be entitled to receive any
Offer Consideration.

     Tender of Notes Held in Physical Form
     -------------------------------------

     For a Holder to validly tender Notes held in physical form pursuant to
the Offer, a properly completed and duly executed Consent and Letter of
Transmittal (or a facsimile thereof), including the election by such Holder as
to whether it wishes to receive Consideration Option A or Consideration Option
B, together with any signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message, and any other documents required by the
instructions to the Consent and Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the back cover of this
Statement and certificates for tendered Notes must be received by the
Depositary at any of such addresses (or delivery of Notes may be effected
pursuant to the procedures for book-entry transfer described below and a
confirmation of such book-entry transfer must be received by the Depositary)
on or prior to the Expiration Date.

     If the certificates for Notes are registered in the name of a person
other than the signer of a Consent and Letter of Transmittal, then, in order
to tender such Notes pursuant to the Offer, the certificates evidencing such
Notes must be endorsed or accompanied by appropriate bond powers signed
exactly as the name or names of such Holder or Holders appear on the
certificates, with the signature(s) on the certificates or bond powers
guaranteed as provided below.

     Tender of Notes Held Through A Custodian
     ----------------------------------------

     Any beneficial owner whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wish to tender
their Notes (and thereby deliver Consents) in the Offer should contact such
registered Holder promptly and instruct such Holder to tender their Notes on
such beneficial owner's behalf, specifying the form of Offer Consideration
such beneficial owner elects to receive. If such beneficial owner wishes to
tender such Notes himself or herself, such beneficial owner must, prior to
completing and executing the Consent and Letter of Transmittal and delivering
such Notes, either make appropriate arrangements to register ownership of the
Notes in such beneficial owner's name or follow the procedures described in
the immediately preceding paragraph. The transfer of record ownership may take
considerable time.


                                      10
<PAGE>

     Tender of Notes Held Through DTC
     --------------------------------

     To effectively tender Notes to the Offer that are held through DTC, DTC
participants should, instead of physically completing and signing the Consent
and Letter of Transmittal, electronically transmit their acceptance through
ATOP, for which the transaction will be eligible, and DTC will then edit and
verify the acceptance and send an Agent's Message to the Depositary for its
acceptance. Delivery of tendered Notes must be made to the Depositary pursuant
to the book-entry delivery procedures set forth herein and in the Consent and
Letter of Transmittal. To tender Notes (and thereby deliver Consents) in the
Offer through ATOP, the electronic instructions sent to DTC and transmitted by
DTC to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by the Consent and Letter
of Transmittal, including, in the case of Holders that elect to receive the
Consideration Option B, the Conversion Notice contained therein.

     The term "Agent's Message" means a message transmitted by DTC to, and
receivable by, the Depositary and forming a part of the Book-Entry
Confirmation (as defined below), which states that DTC has received an express
acknowledgment from the participant in DTC described in such Agent's Message,
stating the aggregate principal amount of the Notes that have been tendered by
such participant pursuant to the Offer and that such participant has received
the Offer and agrees to be bound by the terms of the Offer and that Airborne
may enforce such agreement against such participant.

     Signature Guarantees
     --------------------

     No signature guarantee is required if (i) the Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered therewith and payment of the Offer
Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on the Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Consent
and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than the registered Holder, then
the signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed as described above.

     Book-Entry Transfer
     -------------------

     The Depositary will establish an account with respect to each of the
Notes at DTC for purposes of the Offer within two business days after the date
of this Statement, and any financial institution that is a participant in DTC
may make book-entry delivery of the Notes by causing DTC to transfer such
Notes into the Depositary's account in accordance with DTC's procedures for
such transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary on or
prior to the Expiration Date. The confirmation of a book-entry transfer into
the Depositary's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation." Delivery of documents to DTC does not constitute
delivery to the Depositary.

     Transfers of Ownership of Tendered Notes
     ----------------------------------------

     Holders may not transfer record ownership of any Notes validly tendered
into the Offer and not properly withdrawn. Beneficial ownership in tendered
Notes may be transferred by the Holder by delivering to the Depositary at one
of its addresses set forth on the back cover of this Statement an executed
Consent and Letter of Transmittal identifying the name of the person who
deposited the Notes to be transferred and completing the Special



                                      11
<PAGE>

Issuance Instructions box with the name of the transferee (or, if tendered by
book-entry transfer, the name of the DTC participant on the security position
listing as the transferee of such Notes) and the principal amount of the Notes
to be transferred. If certificates have been delivered or otherwise identified
(through a Book-Entry Confirmation with respect to such Notes) to the
Depositary, the name of the Holder who deposited the Notes, the name of the
transferee and the certificate numbers relating to such Notes should also be
provided in the Consent and Letter of Transmittal. A person who succeeds to
the beneficial ownership of tendered Notes pursuant to the procedures set
forth herein, will be entitled to receive the Offer Consideration if the Notes
are accepted for purchase or to receipt of the tendered Notes if the Offer is
terminated.

     No Guaranteed Delivery
     ----------------------

     There are no guaranteed delivery provisions provided for by Airborne in
conjunction with the Offer under the terms of this Statement or any other of
the other offer materials. Holders must tender their Notes and thereby deliver
the related Consents in accordance with the procedures set forth under "--
Procedures for Tendering Notes and Delivering Consents in the Offer" and in
the Consent and Letter of Transmittal.

     Backup Withholding
     ------------------

     To prevent backup United States federal income tax withholding, each
tendering Holder of Notes must provide the Depositary with such Holder's
correct taxpayer identification number and certify that such Holder is not
subject to backup United States federal income tax withholding by completing
the Internal Revenue Service Form W-9 ("Form W-9") enclosed with this
Statement or other acceptable substitute form, or an applicable Internal
Revenue Service Form W-8 ("Form W-8") or acceptable substitute form, if such
Holder is a non-U.S. Holder. A Form W-8 can be obtained from the Depositary.
For discussion of United States federal income tax considerations relating to
backup withholding, see "Certain United States Federal Income Tax
Considerations."

     Effect of Consent and Letter of Transmittal
     -------------------------------------------

     Subject to and effective upon the acceptance for purchase, and payment
for, of the Notes tendered thereby, by executing and delivering a Consent and
Letter of Transmittal a tendering Holder of Notes (i) irrevocably sells,
assigns and transfers to Airborne, all right, title and interest in and to the
Notes tendered thereby or, in the case of Holders that elect to receive
Consideration Option B, irrevocably agrees to convert the Notes tendered
thereby, in either case effective as of the Acceptance Date, (ii) waives any
and all rights with respect to the Notes (including any existing or past
defaults and their consequences in respect of the Notes, the Indenture and the
Registration Rights Agreement), (iii) releases and discharges Airborne from
any and all claims such Holder may have now, or may have in the future arising
out of, or related to, the Notes (including any claims that such Holder is
entitled to receive additional principal or interest payments with respect to
the Notes or to participate in any redemption or defeasance of the Notes),
(iv) irrevocably constitutes and appoints the Depositary as the true and
lawful agent and attorney-in-fact of such Holder with respect to any such
tendered Notes, with full power of substitution and re-substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver certificates representing such Notes, or transfer
ownership of such Notes on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and authenticity,
to Airborne, (b) present such Notes for transfer of ownership on the relevant
security register and (c) receive all benefits or otherwise exercise all
rights of beneficial ownership over such Notes (except that the Depositary
will have no rights to, or control over, funds from Airborne or stock from ABX
Air, except as agent for Airborne, for the Offer Consideration for any
tendered Notes that are purchased by Airborne in the Offer) and (v) delivers
such Holder's Consent to the Proposed Amendments, and as certification that
the Requisite Consents have been received, all in accordance with the terms
and conditions of the Offer.

     Conversion of Notes Tendered in the Offer
     -----------------------------------------

     Holders have the right to convert Notes tendered in the Offer pursuant to
the terms of the Indenture at any time prior to 11:59 p.m., New York City
time, on the Expiration Date. Pursuant to the terms of the Indenture, each
$1,000 principal amount of Notes is currently convertible into $908.65 in cash
and 42.7599 shares of ABX Air's common stock, with cash paid in lieu of
fractional shares. Holders can exercise their conversion privilege under the
terms of the Indenture by validly withdrawing Notes tendered in the Offer
prior to 11:59 p.m., New York City time,



                                      12
<PAGE>

on the Expiration Date and surrendering such Notes in accordance with the
terms of the Indenture together with the form entitled "Conversion Notice" to
Airborne at its principal office, 1301 Western Avenue, P.O. Box 662, Seattle,
Washington 98111-0662, Attention: General Counsel or to the Corporate Trust
Administration, The Bank of New York, 101 Barclay Street, Floor 8W, New York,
New York 10286. If a Holder elects to convert their Notes pursuant to the
terms of the Indenture, such Holder will only receive $908.65 and 42.7599
shares of ABX Air's common stock, with cash paid in lieu of fractional shares,
for each $1,000 principal amount of Notes converted and will not be entitled
to receive any payment or consideration pursuant to the Offer.

     Other Matters
     -------------

     Notwithstanding any other provision of the Offer, payment of the Offer
Consideration in exchange for Notes tendered and accepted for purchase
pursuant to the Offer will occur only after timely receipt by the Depositary
of the tendered Notes (or a Book-Entry Confirmation with respect to such
Notes), together with a properly completed and duly executed Consent and
Letter of Transmittal in proper form (or a manually signed facsimile thereof)
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other required documents.

     All questions as to the form of all documents and the validity (including
time of receipt), eligibility and acceptance of all tenders of Notes (and
related delivery of Consents) in the Offer will be determined by Airborne, in
its sole discretion, the determination of which shall be final and binding.
Alternative, conditional or contingent tenders will not be considered valid.
Airborne reserves the absolute right to reject any or all tenders of Notes to
the Offer that are not in proper form or the acceptance of which would, in
Airborne's opinion, be unlawful. Airborne also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Notes in the
Offer (other than defects in the proper completion and execution of the
Conversion Notice by any Holder attempting to elect to receive Consideration
Option B). Airborne's interpretations of the terms and conditions of the Offer
(including the instructions in the Consent and Letter of Transmittal) will be
final and binding. Any defect or irregularity in connection with tenders of
Notes to the Offer must be cured within such time as Airborne determines,
unless waived by Airborne. Tenders of Notes (and delivery of the related
Consents) to the Offer shall not be deemed to have been made until all defects
and irregularities have been waived by Airborne or cured. None of Airborne,
the Dealer Manager, the Solicitation Agent, the Depositary, the Information
Agent or any other person will be under any duty to give notice of any defects
or irregularities in tenders of Notes, or will incur any liability to Holders
for failure to give any such notice.

         Withdrawal of Notes and Revocation of Consents from the Offer

     Tenders of Notes and deliveries of Consents made prior to the Expiration
Date may be properly withdrawn and revoked at any time prior to the Expiration
Date and, if not yet accepted for payment, after the expiration of 40 business
days from the date the Offer was commenced. The valid withdrawal of Notes from
the Offer will constitute the concurrent revocation of Consent with respect to
such Notes and the valid revocation of Consent will constitute the concurrent
withdrawal of the related Notes from the Offer. For a withdrawal of Notes from
the Offer to be proper, a Holder must comply fully with the withdrawal
procedures set forth below.

     Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Offer must give written notice of withdrawal or
revocation delivered by mail, hand delivery or facsimile transmission (or an
electronic ATOP transmission notice of withdrawal or revocation in the case of
DTC participants), which notice must be received by the Depositary at one of
its addresses set forth on the back cover of this Statement prior to the
Expiration Date. In order to be valid, a notice of withdrawal or revocation
must (i) specify the name of the person who tendered the Notes to be withdrawn
or delivered the Consents to be revoked, (ii) state the name in which the
Notes are registered (or, if tendered by book-entry transfer, the name of the
DTC participant whose name appears on the security position listing as the
owner of such Notes), if different than that of the person who tendered the
Notes to be withdrawn or to which the Consents to be revoked relate, (iii)
contain the description of the Notes to be withdrawn or to which the Consents
to be revoked relate and identify the certificate number or numbers shown on
the particular certificates evidencing such Notes (unless such Notes were
tendered by book-entry transfer) and the aggregate principal amount
represented by such Notes and (iv) be signed by the Holder of such Notes in
the same manner as the original signature on the Consent and Letter of
Transmittal by which such Notes were tendered and Consents delivered
(including any required signature guarantees), if any, or be accompanied by
(x) documents of transfer sufficient to have the Trustee register the transfer
of the Notes into the name of the person withdrawing such Notes or revoking
such Consents and (y) a properly completed irrevocable proxy that authorized
such person to


                                      13
<PAGE>

effect such withdrawal or revocation on behalf of such Holder. If the Notes to
be withdrawn or the Consents to be revoked have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of withdrawal even if physical
release is not yet effected. Any Notes properly withdrawn will be deemed to be
not validly tendered for purposes of the Offer and will render the related
Consent defective. Any Consents properly revoked will cause the related Notes
to be deemed to be properly withdrawn.

     Notes properly withdrawn from the Offer may thereafter be re-tendered
(and Consents thereby re-given) to the Offer at any time prior to the
Expiration Date by following the procedures described under "-- Procedures for
Tendering Notes and Delivering Consents in the Offer."

     All questions as to the form and validity (including time of receipt) of
any notice of withdrawal of a tender or the revocation of a Consent from the
Offer will be determined by Airborne, in its sole discretion, which
determination shall be final and binding. None of Airborne, the Depositary,
the Dealer Manager, the Solicitation Agent, the Information Agent or any other
person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal of a tender or revocation of a
Consent or incur any liability for failure to give any such notification.


                          Absence of Appraisal Rights

     There are no appraisal or other similar statutory rights available to
Holders in connection with the Offer.



                                      14
<PAGE>


                          THE CHANGE IN CONTROL OFFER

     In accordance with the terms of the Indenture, dated as of March 25, 2002
(the "Original Indenture"), as supplemented by the First Supplemental
Indenture, dated August, 15, 2003 (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), between Airborne, the
Guarantors (as defined therein) and The Bank of New York, as trustee, pursuant
to which the Notes were issued the Indenture, on October 15, 2003, Airborne
gave notice of a Change in Control of Airborne and offered to purchase Notes
for cash equal to 100% of their aggregate principal amount, plus accrued but
unpaid interest to, but excluding, the repurchase date. The change in control
offer expired at 11:59 p.m., New York City time, on November 19, 2003. No
Notes were tendered pursuant to the change in control offer.


     Holders who did not tender their Notes for purchase pursuant to the
Change in Control Offer will continue to hold Notes pursuant to the terms of
the Indenture (assuming such Holders do not participate in the Offer). The
Notes will continue to be obligations solely of Airborne, and will not be
obligations of, or guaranteed by, DHL or any of its affiliates. While it is
currently anticipated that Airborne will continue to operate as an indirect
wholly owned subsidiary of DHL, neither DHL nor any of its affiliates is under
any obligation to provide any financial or other support to Airborne. See
"Certain Significant Consequences to Holders that do not Participate in the
Offer."

                      CERTAIN SIGNIFICANT CONSEQUENCES TO
                 HOLDERS THAT DO NOT PARTICIPATE IN THE OFFER

     Holders who do not tender their Notes pursuant to the Offer or who
withdraw their Notes from the Offer prior to the Expiration Date will continue
to hold Notes pursuant to the terms of the Indenture. However, if the
Requisite Consents are received and the Proposed Amendments become operative,
the Proposed Amendments will be binding on all remaining Holders. Therefore,
the adoption of the Proposed Amendments may have adverse consequences for
Holders who elect not to tender their Notes in the Offer. See "Description of
the Proposed Amendments."

     Notes that remain outstanding after the consummation of the Offer will
continue to be the obligations solely of Airborne and will not be obligations
of, or guaranteed by, DHL or any of its affiliates. While it is currently
anticipated that Airborne will continue to operate as an indirect wholly owned
subsidiary of DHL, neither DHL nor any of its affiliates is under any
obligation to provide any financial or other support to Airborne. Such Notes
will continue to be convertible, except that, under the terms of the Indenture
and the Notes, they are now convertible only into the consideration that the
shareholders of Airborne received in the Merger. This means that every $1,000
principal amount of Notes is currently convertible into $908.65 in cash and
42.7599 shares of common stock of ABX Air, with cash paid in lieu of
fractional shares. On October 14, 2003, the closing price of the ABX Air
common stock, as reported on the OTC Bulletin Board, was $3.30. On December 1,
2003, the closing price on the OTC Bulletin Board for a share of ABX Air's
common stock was $4.01. For information on the recent stock price of ABX Air
common stock, see "Market Price Information for ABX Air Common Stock." For
additional information on ABX Air, see their website at http://www.abxair.com
and their filings with the SEC, which are available to the public at the SEC's
website at http://www.sec.gov.

     In deciding whether to participate in the Offer, each Holder should
consider carefully, in addition to the information set forth above and
contained elsewhere in this Statement, the following:

                            Limited Trading Market

     The Notes are not listed on any securities exchange or reported on a
national quotation system, although they have been eligible to trade on the
PORTAL(TM) Market of the National Association of Securities Dealers, Inc. To
the knowledge of Airborne, the trading volumes for the Notes are generally
low. To the extent that Notes are tendered and accepted in the Offer, the
trading market for Notes may become even more limited. A bid for a debt
security with a smaller outstanding principal amount available for trading (a
smaller "float") may be lower than a bid for a comparable debt security with a
greater float. Therefore, the market price for Notes that remain outstanding
after consummation of Offer may be affected adversely to the extent that the
number of Notes purchased or converted reduces the float. The reduced float
may also tend to make the trading price more volatile. Holders of outstanding
Notes may attempt to obtain quotations for the Notes from their brokers;
however, there can be no assurance that an active trading market will exist
for the Notes following the Offer. The extent of the public market


                                      15
<PAGE>

for the Notes following consummation of the Offer will depend upon the number
of Holders remaining at such time and the interest in maintaining a market in
the Notes on the part of securities firms and other factors.

                    Limited Information Concerning Airborne

     Following the consummation of the Merger, the registration of Airborne's
common stock under the Exchange Act was terminated and the shares were
delisted from the New York Stock Exchange and the Pacific Coast Stock
Exchange. Airborne intends to stop making the filings under the Exchange Act
that are required in connection with maintaining the shelf registration
statement in respect of the very limited amount of Notes that continue to be
Registrable Securities (less than $15.0 million principal amount). This lack
of information may adversely affect the liquidity and trading prices of the
Notes.

                       Effect of the Proposed Amendments

     If the Proposed Amendments become operative, the Notes that are not
tendered and purchased pursuant to the Offer will remain outstanding and will
be subject to the terms of the Indenture and the Registration Rights
Agreement, as amended by the Registration Rights Amendment. In addition, as a
result of the adoption of the Proposed Amendments, certain provisions of the
Registration Rights Agreement will be amended or eliminated and Holders of
outstanding Notes which are Registrable Securities will no longer be entitled
to the benefits of such provisions. The approval of these Proposed Amendments
could negatively impact the price at which the outstanding Notes which are
Registrable Securities may trade. See "Description of the Proposed
Amendments."

                       Redemption or Repurchase of Notes

     Airborne has the right to redeem the Notes prior to maturity at any time
on or after April 1, 2005. Although the Notes that remain outstanding after
the consummation of the Offer are redeemable by Airborne at its option in
accordance with the terms set forth in the Indenture, and Airborne reserve the
right, in its sole discretion, from time to time to purchase any Notes that
remain outstanding through open market or privately negotiated transactions,
one or more additional tender or exchange Offer or otherwise, Airborne is
under no obligation to do so.

                              Tax Considerations

     See "Certain United States Federal Income Tax Considerations" for a
discussion of certain tax matters that should be considered in evaluating your
options.

                    DESCRIPTION OF THE PROPOSED AMENDMENTS

                Amendments to the Registration Rights Agreement

     Set forth below is a description of the Proposed Amendments to the
Registration Rights Agreement for which Consents are being solicited pursuant
to the Offer. This description is qualified by reference to the full
provisions of the Registration Rights Agreement. The capitalized terms used in
this section of this Statement and not otherwise defined shall have the
meanings ascribed to them in the Registration Rights Agreement.

     The Proposed Amendments to the Registration Rights Agreement would delete
in their entirety the following sections (including any references to defined
terms contained therein) of the Registration Rights Agreement:

     Section 2 - Shelf Registration - Section 2 requires, among other things,
that Airborne and the Guarantors (as defined in the Indenture) (i) keep a
Shelf Registration Statement effective in respect of Registrable Securities
until the earliest of the sale of any registered Notes, the expiration of a
period referred to in Rule 144(k) under the Securities Act of 1933, as
amended, or two years from the effective date of the Shelf Registration
Statement; (ii) take any necessary action to enable a Holder to use the
Prospectus; and (iii) if at any time the Notes are convertible into securities
other than Airborne's common stock, to cause or to cause any successor under
the Indenture to cause, such securities to be included in the Shelf
Registration Statement no later than the date on which the Notes may then be
convertible into such securities.

     Section 3 - Registration Procedures - Section 3 requires, among other
things, that (i) Airborne mail a Notice and Questionnaire to Holders after the
effective date of the Shelf Registration Statement and (ii) Airborne is
required upon request by Holders who elected to be named selling security
holders in the Shelf Registration Statement to furnish to each such Holder
copies of the Prospectus included in the Shelf Registration Statement and


                                      16
<PAGE>

all post-effective amendments, including financial statements and schedules
and all other documents or exhibits that are filed with the SEC or
incorporated by reference in the Shelf Registration Statement.

     Section 4 - Registration Expenses - Section 4 provides that Airborne will
bear all fees and expenses incurred in connection with the performance of the
registration requirements, including reimbursing certain Holders for the
reasonable fees and disbursements of a single counsel elected by 25% of the
Notes covered by the Shelf Registration Statement.

     Section 7 - Liquidated Damages - Section 7 provides, among other things,
that the interest rate on all the Notes which are Registrable Securities will
increase by an additional 0.5% per annum ("Liquidated Damages") if (i) the
Shelf Registration Statement relating thereto ceases to be effective for more
than 30 days, whether or not consecutive, during any 90 day period; or (ii)
the Shelf Registration Statement ceases to be effective for more than 90 days,
whether or not consecutive, during any 365 day period.

          General Information with Respect to the Proposed Amendments

     The Proposed Amendments would also make certain other changes to the
Registration Rights Agreement of a technical or conforming nature, including
the deletion of certain definitions and the elimination of certain
cross-references

     The foregoing information is qualified in its entirety by reference to
the Registration Rights Agreement and the Registration Rights Amendment,
copies of which can be obtained without charge from Airborne.

     In order for the Proposed Amendments to be adopted, Airborne requires the
receipt of Consents from Holders of at least a majority in aggregate principal
amount of Registrable Securities. Pursuant to the terms of the Registration
Rights Agreement, assuming that the Requisite Consents are received, Airborne
intends on the Acceptance Date to execute the Registration Rights Amendment,
which provides for the Proposed Amendments. If the Proposed Amendments become
operative, Holders of Notes that have not been tendered in the Offer will be
bound thereby, notwithstanding the fact that they did not consent to the
Proposed Amendments.

             MARKET PRICE INFORMATION FOR THE ABX AIR COMMON STOCK

     Each $1,000 aggregate principal amount of Notes is convertible into
$908.65 in cash plus 42.7599 shares of ABX Air's common stock (with cash being
paid in lieu of fractional shares). Under the terms of the Indenture, Holders
may continue to present their Notes for conversion to Airborne or The Bank of
New York, Corporate Trust Administration, 101 Barclay Street, Floor 8W, New
York, New York 10286. ABX Air's common stock is registered with the Securities
and Exchange Commission and traded on the OTC Bulletin Board under the symbol
"ABXA.OB." However, the common stock has only been trading for a few months
and the volume of trading in the common stock is limited, with a daily average
trading volume about 3% of the total number of shares outstanding. Since the
common stock of ABX Air started to trade, the high and low closing prices have
been $4.05 and $0.60, respectively. As of August 15, 2003, there were
approximately 48,853,000 shares of ABX Air common stock outstanding. On
October 14, 2003, the closing price of a share of ABX Air common stock, as
reported on OTC Bulleting Board, was $3.30. On December 1, 2003, the closing
price on the OTC Bulletin Board for a share of ABX Air's common stock was
$4.01.

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion describes the material United States federal
income tax considerations relating to the Offer that may be relevant to U.S.
and non-U.S. Holders (each as defined below). The following discussion does
not purport to be a full description of all United States federal income tax
consequences of the Offer and does not address any other taxes that might be
applicable to a Holder of the Notes, such as tax consequences arising under
the tax laws of any state, locality or foreign jurisdiction or other
consequences, such as estate or gift tax consequences. Further, this
discussion does not address all aspects of United States federal income
taxation that may be relevant to particular Holders of Notes in light of their
personal circumstances and does not deal with persons that are subject to
special tax rules, such as dealers in securities, traders that elect to mark
to market their securities, regulated investment companies, real estate
investment trusts, financial institutions, insurance companies, tax-exempt
entities, persons holding the Notes as part of a hedging or conversion
transaction, a straddle or a constructive sale and persons whose functional
currency is not the United States dollar. The discussion below assumes that
the Notes are


                                      17
<PAGE>

held as capital assets within the meaning of Section 1221 of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code").

     The discussion of the United States federal income tax considerations
below is based on currently existing provisions of the Internal Revenue Code,
the applicable United States Treasury Regulations promulgated and proposed
under the Internal Revenue Code, judicial decisions and administrative
interpretations, all of which are subject to change, possibly on a retroactive
basis. Because individual circumstances may differ, you are strongly urged to
consult your tax advisor with respect to your particular tax situation and the
particular tax effects of any state, local, non-United States or other tax
laws and possible changes in the tax laws.

     As used herein, a U.S. Holder means a beneficial owner of a Note who is,
for United States federal income tax purposes:

     o    a citizen or resident of the United States;

     o    a corporation created or organized in or under the laws of the
          United States or of any political subdivision thereof;

     o    an estate the income of which is subject to United States federal
          income taxation regardless of its source; or

     o    a trust if (1) it is subject to the primary supervision of a court
          within the United States and one or more United States persons have
          the authority to control all substantial decisions of the trust, or
          (2) it has a valid election in effect under applicable United States
          Treasury Regulations to be treated as a United States person.

     As used herein, a non-U.S. Holder means a beneficial owner of a Note,
other than an entity treated as a partnership, who is not a U.S. Holder.

     If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. A Holder that is a partner of a partnership tendering or
surrendering Notes should consult its tax advisor.

     You should consult your tax advisor as to the particular tax consequences
to you for participating in the Offer, including the applicability and effect
of any state, local or non-United States tax laws.

                      Tax Considerations for U.S. Holders

     Treatment of Tendering U.S. Holders. A U.S. Holder who participates in
the Offer will recognize gain or loss equal to the difference between (i) the
amount of cash received plus the fair market value (determined as of the date
of the conversion) of ABX Air common stock received, if any, and (ii) the U.S.
Holder's adjusted tax basis in the Notes sold. A U.S. Holder's adjusted tax
basis generally will be the original cost of the Notes increased by all market
discount (see explanation below) included in the U.S. Holder's gross income
and decreased by any payments received on the Notes, other than payments of
stated interest, and by any amortizable bond premium (the excess of a U.S.
Holder's initial tax basis in the Notes over the principal amount payable at
maturity) which the U.S. Holder has previously deducted from income. Subject
to the market discount rules discussed below, such gain or loss generally will
be long-term capital gain or loss if the Notes have been held for more than
one year. For certain non-corporate Holders (including individuals), net
long-term capital gain, if in excess of net short-term capital losses, will be
subject to tax at a reduced rate. To the extent that the amount paid for the
Notes is attributable to accrued but unpaid interest, it will constitute
ordinary income to the Holder unless previously included in income.

     A U.S. Holder who acquired a Note at a "market discount" (subject to a
statutorily-defined de minimis exception) generally will be required to treat
any gain recognized pursuant to the Offer as ordinary income rather than
capital gain to the extent of the accrued market discount (on a straight line
basis, or, at the election of the holder, on a constant interest basis),
unless an election was made to include market discount in income as it accrued
for United States federal income tax purposes. Market discount at the time a
Note is purchased (other than in the initial offering of the Notes) generally
equals the excess of the principal amount of the Note over a Holder's initial
tax basis in the Note.

     Treatment of Non-Tendering U.S. Holders. The tax treatment of a U.S.
Holder that does not participate in the Offer will depend upon whether the
modification to the Notes results in a "deemed" exchange of such Notes for
United States federal income tax purposes. Generally, the modification of a
debt instrument will be treated as a



                                      18
<PAGE>

"deemed" exchange of an old debt instrument for a new debt instrument if such
modification is "significant" within the meaning of the United States Treasury
Regulations promulgated under Section 1001 of the Internal Revenue Code. A
modification is "significant" if, based on all the facts and circumstances,
the legal rights and obligations that are altered and the degree to which they
are altered are economically significant, provided that a modification that
adds, deletes, or alters customary accounting or financial covenants is not a
"signification modification." Airborne believes that the adoption of the
Proposed Amendments should not constitute a "significant modification" to the
terms of the Notes. In this case, a U.S. Holder who does not participate in
the Offer would not recognize any gain or loss even if the Proposed Amendments
were to become effective.

     There is no specific authority that defines customary accounting or
financial covenants. Accordingly, the Internal Revenue Service could assert
that the Proposed Amendments are not modifications that add, delete or alter
customary accounting or financial covenants and are otherwise significant
modifications to the terms of the Notes. If this assertion were successful,
then, a U.S. Holder that does not participate in the Offer would be treated as
having exchanged the Notes for new Notes and such deemed exchange may be
taxable to the Holder.

                    Tax Considerations for Non-U.S. Holders

     Treatment of Tendering Non-U.S. Holders. A non-U.S. Holder generally who
participates in the Offer will not be subject to United States federal income
tax on gain realized unless the non-U.S. Holder is an individual who is
present in the United States for 183 days or more in the taxable year of the
disposition, and other applicable conditions are met, or the gain is
effectively connected with the conduct by the non-U.S. Holder of a trade or
business in the United States (and if a treaty applies, the gain is generally
attributable to the U.S. permanent establishment maintained by such non-U.S.
Holder).

     Treatment of Non-Tendering Non-U.S. Holders. If the Proposed Amendments
become effective, it is possible that the non-U.S. Holders who do not
participate in the Offer may be treated as recognizing income for United
States federal income tax purposes from the receipt of interest or gain as a
result of a "deemed" exchange of their Notes. (See "-- Tax Considerations for
U.S. Holders -- Treatment of Non-Tendering or Non-Converting U.S. Holders"
above.) In such event, the discussion in "-- Tax Considerations for Non-U.S.
Holders" above shall apply to any gain. Any amounts attributable to interest
may be subject to United States federal income withholding tax unless certain
conditions are satisfied and the non-U.S. Holder provides an applicable Form
W-8, or an appropriate substitute form, to certify as to its non-U.S. status.

                 Information Reporting and Backup Withholding

     A U.S. Holder may be subject to information reporting and backup
withholding with respect to the amounts received pursuant to the Offer unless
such U.S. Holder (i) is a corporation or other exempt recipient and, when
required, establishes this exemption or (ii) provides his or her correct
taxpayer identification number (which, in the case of an individual, is his or
her social security number), certifies that he or she is not currently subject
to backup withholding and otherwise complies with applicable requirements of
the information reporting and backup withholding rules. A U.S. Holder can
satisfy these requirements by completing and submitting the enclosed Form W-9.
A U.S. Holder who does not provide his or her correct taxpayer identification
number may be subject to penalties imposed by the Internal Revenue Service.
Any amount withheld under these rules will be creditable against the U.S.
Holder's United States federal income tax liability, and if withholding
results in an overpayment of taxes, the U.S. Holder may apply for a refund
from the Internal Revenue Service.

     Information reporting and backup withholding may apply to payments to
non-U.S. Holders if such Holders fail to certify their exempt status by
properly completing an applicable Form W-8 or an appropriate substitute form.

                    IMPORTANT TAX INFORMATION FOR THE OFFER

     Under United States federal income tax laws, a Holder whose Notes are
accepted for purchase in the Offer is required by law to provide the
Depositary (as payer on behalf of Airborne) with such Holder's correct TIN on
Form W-9 enclosed herewith, or otherwise establish a basis for exemption from
backup withholding. If such Holder is an individual, the TIN is his or her
social security number. If the Depositary is not provided with the correct
TIN, the Internal Revenue Service may impose a penalty and payments made with
respect to Notes purchased pursuant to the Offer may be subject to backup
withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.



                                      19
<PAGE>

     Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Form W-9, and sign, date and return the Form W-9 to the
Depositary. A foreign person, including a foreign entity, may qualify as an
exempt recipient by submitting to the Depositary a properly completed
applicable Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the Form W-9 enclosed herewith, which includes additional instructions.

     If backup withholding applies, the Depositary is required to withhold 28%
of any payments made to the Holder or other payee. Backup withholding is not
an additional United States federal income tax. Rather, the United States
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained provided the requisite
information is furnished to the Internal Revenue Service.

     Purpose of Form W-9. To prevent backup withholding on payments made
pursuant to the Offer, the Holder is required to provide the Depositary with
either: (i) the Holder's correct TIN by completing the form included in the
Form W-9 enclosed herewith, certifying that the TIN provided on the Form W-9
is correct (or that such Holder is awaiting a TIN) and that (A) the Holder has
not been notified by the Internal Revenue Service that the Holder is subject
to backup withholding as a result of failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding; or (ii) an adequate basis
for exemption.

     Number to give the Depositary. The Holder is required to give the
Depositary the TIN (e.g., social security number or employer identification
number) of the registered Holder of the Notes. If the Notes are held in more
than one name or are held not in the name of the actual owner, consult the
enclosed Form W-9 for additional guidance on which number to report.

                         LOST OR MISSING CERTIFICATES

     If a Holder desires to tender Notes pursuant to either of the Offer, but
the certificates evidencing such Notes have been mutilated, lost, stolen or
destroyed, such Holder should write to or telephone the Trustee for the Notes
at the following address or telephone number about procedures for obtaining
replacement certificates for such Notes, arranging for indemnification or any
other matter that requires handling by the Trustee:

                             The Bank of New York
                        Corporate Trust Administration
                         101 Barclay Street, Floor 8W
                           New York, New York 10286
                           Telephone: (212) 815-6331

                  THE DEALER MANAGER, THE SOLICITATION AGENT,
                   THE DEPOSITARY AND THE INFORMATION AGENT

     Airborne has retained Deutsche Bank Securities Inc. to act as Dealer
Manager and Solicitation Agent in connection with the Offer. In its capacity
as Dealer Manager and Solicitation Agent, Deutsche Bank Securities may contact
Holders regarding the Offer and may request brokers, dealers and other
nominees to forward this Statement and related materials to beneficial owners
of Notes. Any questions or requests for assistance may be directed to the
Dealer Manager and Solicitation Agent at its address or telephone numbers set
forth on the back cover of this Statement. Holders of Notes may also contact
their broker, dealer, commercial bank or trust company for assistance
concerning any of the transactions described in this Statement.

     Airborne has agreed to pay Deutsche Bank Securities a customary fee for
its services rendered in connection the transactions contemplated hereby. In
addition, Airborne will reimburse Deutsche Bank Securities for its reasonable
out-of-pocket expenses, including the reasonable expenses and disbursements of
its legal counsel. Airborne has also agreed to indemnify Deutsche Bank
Securities and its affiliates against certain liabilities in connection with
its services, including liabilities under the federal securities laws. At any
given time, Deutsche Bank Securities may trade Notes or other securities of
Airborne or ABX Air for its own account or for the accounts of its customers
and, accordingly, may hold a long or short position in Notes and/or these
other securities.



                                      20
<PAGE>

     Deutsche Bank Securities and its affiliates have provided in the past,
and/or are currently providing, other investment banking and financial
advisory services to Airborne and its affiliates. Deutsche Bank Securities and
its affiliates may continue to provide various investment banking and other
services to Airborne and its affiliates, for which they will receive customary
compensation from Airborne.

     Deutsche Bank Trust Company Americas has been appointed as Depositary for
the Offer. Consent and Letters of Transmittal delivered pursuant to the Offer
and Elections of Holders to Require Repurchase delivered pursuant to the
Change in Control Offer and all other deliveries and correspondence in
connection with these transactions should be sent or delivered by each Holder
or a beneficial owner's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses or telephone numbers
set forth on the back cover of this Statement. Any Holder or beneficial owner
that has questions concerning the procedures for tendering of Notes,
delivering Consents or surrendering Notes for conversion should contact the
Depositary. Airborne has agreed to pay the Depositary reasonable and customary
fees for its services and to reimburse the Depositary for its reasonable
out-of-pocket expenses in connection therewith. Airborne has also agreed to
indemnify the Depositary for certain liabilities, including liabilities under
the federal securities laws.

     D.F. King & Co., Inc. has been appointed as Information Agent for the
Offer. Airborne has agreed to pay the Information Agent reasonable and
customary fees for its services and to reimburse the Information Agent for its
reasonable out-of-pocket expenses in connection therewith. Requests for
additional copies of this Statement and the Consent and Letters of Transmittal
related to the Offer may be directed to the Information Agent at the address
and phone number set forth on the back cover of this Statement.

     None of the Dealer Manager, the Solicitation Agent, the Depositary or the
Information Agent assume any responsibility for the accuracy or completeness
of the information concerning Airborne or any of its subsidiaries or the
transactions described in this Statement or any of the other documents related
to such transactions or for any failure by Airborne to disclose events that
may have occurred after the date of this Statement that may affect the
significance or accuracy of this information.

     In connection with the transactions contemplated by this Statement,
directors and officers of Airborne and regular employees of Airborne (who will
not be specifically compensated for such services) may solicit tenders of
Notes by use of the mails, personally or by telephone.

     Brokers, dealers, commercial banks, trust companies and other nominees
will be reimbursed by Airborne for customary mailing and handling expenses
incurred by them in forwarding material to their customers. Airborne will not
pay any fees or commissions to any broker, dealer or other person (other than
Deutsche Bank Securities as the Dealer Manager and the Solicitation Agent) in
connection with the solicitation of tenders of Notes into the Offer.





                                      21
<PAGE>

                       The Depositary for the Offer is:

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Information (800) 735-7777

                       By Registered or Certified Mail:

                          DB Services Tennessee, Inc.
                              Reorganization Unit
                               P.O. Box 292737
                           Nashville, TN 37229-2737
                              Fax: (615) 835-3701

                       Regular Mail & Overnight Courier:

                          DB Services Tennessee, Inc.
                       Corporate Trust & Agency Services
                              Reorganization Unit
                            648 Grassmere Park Road
                              Nashville, TN 37211
                           Attention: Karl Shepherd
                             Confirm by Telephone
                                (615) 835-3572

                            In Person by Hand Only:

                     Deutsche Bank Trust Company Americas
                 C/O The Depository Trust Clearing Corporation
                          55 Water Street, 1st floor
                            Jeanette Park Entrance
                              New York, NY 10041

     Any requests for assistance or additional copies of this Statement and
any other documents related to the Offer may be directed to the Information
Agent at the telephone numbers and address set forth below.

                    The Information Agent for the Offer is:

                             D.F. King & Co., Inc.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082

     Any questions or requests for assistance may be directed to the Dealer
Manager at the address and telephone numbers set forth below. A Holder may
also contact such Holder's broker, dealer, commercial bank, trust company or
other nominee for assistance concerning any of the transactions described in
the Statement.

     The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie


