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U.S. DEPARTMENT OF TRANSPORTATION OFFICE OF HEARINGS WASHINGTON, D.C. U.S. DEPARTMENT OF TRANSPORTATION
OFFICE OF HEARINGS
WASHINGTON, D.C.
________________________________________________

IN THE MATTER OF
DHL AIRWAYS, INC.

DOCKET NO. OST-2002-13089
(CITIZENSHIP PROCEEDING)
________________________________________________

PETITION FOR RECONSIDERATION AND CLARIFICATION AND
MOTION FOR LEAVE TO FILE AN OTHERWISE UNAUTHORIZED DOCUMENT
Steven A. Rossum
Executive Vice President, General Counsel
& Head of Business Transactions
DHL AIRWAYS, INC.
One Biscayne Tower
2 South Biscayne Boulevard
Miami, FL 33131
(321) 662-1180
steve.rossum@dhlairways.com

Elliott M. Seiden
GARFINKLE, WANG, SEIDEN &
MOSNER, PLC
1555 Wilson Boulevard, Suite 504
Arlington, VA 22209
(703) 522-0967
(703) 522-0958 (fax)
emseiden@gwsmplc.com


Dated: June 3, 2003
Sanford M. Litvack
Joanna R. Swomley
QUINN EMANUEL URQUHART OLIVER &
HEDGES, LLP
805 Third Avenue, 11th Floor
New York, NY 10022
(212) 702-8100
(212) 702-8200 (fax)
sandylitvack@quinnemanuel.com

Stephen H. Lachter
Roxanne S. Clements
LACHTER & CLEMENTS LLP
1150 Connecticut Avenue, N.W., Suite 900
Washington, D.C. 20036
(202) 862-4321
(202) 835-3219 (fax)
lachter@starpower.net


Counsel for DHL AIRWAYS, INC.

NOTICE: Airways request expedited treatment of the Petition and Motion. Airways requests
that any person wishing to support or oppose this Petition file an answer with DOTs Document
Services Division by June 5, 2003 and that the Department issue its Ruling by June 9, 2003. A
copy of such answer must be served upon Airways and its counsel and all persons listed on in the
attached Service List. U.S. DEPARTMENT OF TRANSPORTATION
OFFICE OF HEARINGS
WASHINGTON, D.C.
________________________________________________

IN THE MATTER OF
DHL AIRWAYS, INC.

DOCKET NO. OST-2002-13089
(CITIZENSHIP PROCEEDING)
________________________________________________

PETITION FOR RECONSIDERATION AND CLARIFICATION AND
MOTION FOR LEAVE TO FILE AN OTHERWISE UNAUTHORIZED DOCUMENT

Pursuant to Rules 11 and 14 of the Rules of Practice of Department of Transportation
(Department or DOT), 14 C.F.R. §§ 302.11, 302.14, DHL Airways, Inc. ("Airways") files this
Petition For Reconsideration and Clarification and Motion for Leave to File an Otherwise
Unauthorized Document, in the nature of a late filed Petition for Reconsideration. In its Motion and
Petition, Airways requests that the Department reconsider and clarify and/or modify its Order
Instituting Formal De Novo Review, served April 17, 2003 (the Initiating Order or April 17
Order), which directed a hearing in the above-referenced docket, in light of (1) a material change in
the factual situation that formed the basis for the referral of this matter to the Chief Administrative
Law Judge (CALJ) regarding the ownership of Airways, and (2) the fact that the Chief
Administrative Law Judge has, we submit, misinterpreted both

the DOTs orders and the
Departments intent in connection therewith and hence is acting inconsistently with both the April
17 Order and the DOTs subsequent May 12, 2003 Notice on Request for Extension of Time for
Submission of Recommended Decision (May 12 Notice). These circumstances, we respectfully
submit, are extraordinary in nature and support the Departments granting of Airwayss Motion, and
Petition for Reconsideration and Clarification. In accordance with the provisions of 14 C.F.R. § 302.14(b), we respectfully aver that the new circumstances discussed herein, namely the definitive
agreement by the Dasburg group to own and control Airways, and certain rulings by the CALJ,
could not have been known or discovered prior to May 21, 2003 (the date the acquisition transaction
was submitted to the Department for review under 14 C.F.R. § 204.5) and May 27, 2003 (the date of
the conference at which the rulings were made) because the parties did not complete their
negotiations and reach definitive agreements until May 20, 2003 and the conference had not yet
occurred.
Because we are seeking as a part of the relief requested herein a brief suspension of
discovery, to avoid the needless expenditure of time and resources required to provide discovery
relating to persons and events that, we respectfully submit, have become irrelevant in the light of the
Dasburg acquisition, we request that the DOT require responses to this Motion and Petition by the
close of business June 5, 2003, and that the DOT issue an Order by June 9, 2003, the day before
discovery is due to commence.

Background
In May 2001 Airways completed a major reorganization as a result of which its
majority shareholder became William A. Robinson, one of the original founders of the original
DHL. Pursuant to that reorganization, Mr. Robinson, a citizen of the United States, acquired 75% of
the voting interest in Airways, with DHL Holdings (USA), Inc., a Delaware corporation
(Holdings) owning the remaining 25%. After reviewing the facts, including the composition of
the Board of Directors and the managing officers of Airways, as well as the business relations
between and among Airways, its principals, Holdings and other DHL-related entities, DOT
concluded that Airways continued to be a U.S. citizen within the meaning of 49 U.S.C.
§ 40102(a)(15).

2 Despite DOT's conclusion, Federal Express Corporation ("FedEx") and United Parcel
Services, Inc. ("UPS"), the dominant carriers in the overnight express delivery business, have
continued to press the DOT to reverse itself and hold that Airways is not a U.S. citizen. If they were
to be successful in this effort, FedEx and UPS would have eliminated a serious competitor and
assured their continued dominance of the market.

The April 17 Order And Subsequent Notice Response
The April 17 Order set forth some of the prior history of this docket and directed the
CALJ to conduct a hearing, within a specified time period to focus on a single issue, the current
citizenship of DHL Airways only" (emphasis in original). The Order went on to specify that the
CALJ's recommendation was to be issued by September 2, 2003. To give full force and effect to its
determination to limit the issues to be considered in this case to current citizenship only, the DOT
did more than just underline the word current; it specifically ruled that issues concerning DHL
Airwayss past compliance with statutory citizenship requirements were beyond the scope of this
proceeding, because they are the subject of separate third-party enforcement complaints and will be
considered by the Assistant General Counsel for Aviation Enforcement and Proceedings in a
separate proceeding pursuant to rules applicable to such complaints. April 17 Order at 2 & n. 4.
At the initial pre-hearing conference held on April 29, 2003, the CALJ set forth his
view of the task before him as follows:
[O]ne of the forces behind the setting of this hearing is the
recognition by some people at least that its important in determining U.S.
citizenship to have an open adjudicatory proceeding. Now it used to be that
whenever a citizenship question arose it would generally be assigned to an
administrative law judge for an adjudicatory proceeding. And then there
came a time when the Civil Aeronautics Board disappeared and when those
proceedings were generally not referred for adjudicatory proceedings. They
were done administratively.


3 More recently, for reasons that I dont need to recount, some people
have had occasion to be concerned about whether its a good idea for non-
citizens to be operating U.S. carriers. I could mention some names, which
would spring to the mind of everyone, who could in fact be in control of any
noncitizen operator functioning in the United States. . . . And Im sure we
would all agree that kind of access to U.S. air carrier status is not something
that would widely be regarded as desireably [sic] in the present international
climate. So, there is an interest here that goes beyond this case. Theres an
interest in the openness of such determination, so that the citizens who use
U.S. airways, and the citizens, who live beneath them, as they fly over,
whether in skyscrapers or on the ground, can have some assurance that those
air carriers are, in fact, operating and controlled by U.S. citizens.

Apr