SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Atlas Air Worldwide Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
049164205
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(CUSIP Number)
Joel Piassick
One Riverchase Parkway South
Birmingham, Alabama 35244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 049164205
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Atlas Air, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,510,762
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,510,762
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,510,762
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Distressed Investment Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,510,762
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,510,762
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,510,762
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,643,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,643,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,643,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,643,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,643,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,643,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,643,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,643,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,643,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,643,963
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,643,963
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,643,963
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 049164205
---------
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Item 1. Security and Issuer.
Atlas Air Worldwide Holdings, Inc. (the "Issuer"), Common Stock (the
"Shares")
The address of the issuer is 2000 Westchester Avenue, Purchase, New York
10577.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by HMC Atlas Air, L.L.C. ("HMC Atlas
Air"), HMC Distressed Investment Offshore Manager, L.L.C., ("HMC Management"),
the Class A Shareholder of HMC Atlas Air, HMC Investors, L.L.C., ("HMC
Investors") the managing member of HMC Management, Philip Falcone, a member of
HMC Management who acts as the portfolio manager of HMC Atlas Air on behalf of
HMC Management and is the portfolio manager of a separately managed account (the
"Account"), Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce,
a member of HMC Investors (each of HMC Atlas Air, HMC Management, HMC Investors,
Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein
as a "Reporting Person" and collectively may be referred to as "Reporting
Persons").
Each of HMC Atlas Air, HMC Management and HMC Investors is a Delaware limited
liability company. Each of Philip Falcone, Raymond J. Harbert and Michael D.
Luce is a United States citizen. The principal business address for HMC Atlas
Air and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York
10022. The principal business address for each of HMC Management, HMC Investors,
Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South,
Birmingham, Alabama 35244.
(d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof HMC Atlas Air may be deemed to beneficially own 4,510,762
Shares.
As of the date hereof HMC Management may be deemed to beneficially own 4,510,762
Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 4,643,963
Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 4,643,963
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
4,643,963 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
4,643,963 Shares.
The Shares were received in distributions from the Issuer in connection with its
corporate reorganization.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
The Reporting Persons have no plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, HMC Atlas Air may be deemed to be the beneficial
owner of 4,510,762 Shares, constituting 23.9% of the Shares of the Issuer, based
upon 18,893,110 Shares outstanding as of July 12, 2005.
HMC Atlas Air has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,510,762 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,510,762 Shares.
(a, b) As of the date hereof, HMC Management may be deemed to be the beneficial
owner of 4,510,762 Shares, constituting 23.9% of the Shares of the Issuer, based
upon 18,893,110 Shares outstanding as of July 12, 2005.
HMC Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,510,762 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,510,762 Shares.
HMC Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based
upon 18,893,110 Shares outstanding as of July 12, 2005.
HMC Investors has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,643,963 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,643,963 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based
upon 18,893,110 Shares outstanding as of July 12, 2005.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 4,643,963 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,643,963 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 4,643,963 Shares, constituting 24.6% of the Shares of the
Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 4,643,963 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,643,963 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based
upon 18,893,110 Shares outstanding as of July 12, 2005.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 4,643,963 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 4,643,963 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares in the past 60 days by the Reporting Persons
are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B:
Schedule of Transactions in the Shares of the Issuer
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HMC Atlas Air, L.L.C.
By: HMC Distressed Investment Offshore Manager, L.L.C., Class A Shareholder
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
/s/ Raymond J. Harbert
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Raymond J. Harbert
/s/ Michael D. Luce
---------------------
Michael D. Luce
July 22, 2005
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated July 22, 2005 relating to the
Common Stock of Atlas Air Worldwide Holdings, Inc. shall be filed on behalf of
the undersigned.
HMC Atlas Air, L.L.C.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
-------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
-------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
/s/ Raymond J. Harbert
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Raymond J. Harbert
/s/ Michael D. Luce
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Michael D. Luce
July 22, 2005
Exhibit B
Transactions in the Common Stock
--------------------------------
Transactions in the When-Issued Market by HMC Atlas Air
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
----------- --------------- ---------------
5/20/2005 77,600 30.00
5/20/2005 4,850 30.00
5/23/2005 31,800 33.17
5/23/2005 48,250 33.50
5/23/2005 24,300 33.03
5/23/2005 163,400 32.40
5/26/2005 33,950 32.50
5/26/2005 24,250 32.65
5/26/2005 970 32.00
5/27/2005 1,940 32.50
5/31/2005 7,750 32.95
5/31/2005 19,400 33.00
6/1/2005 19,400 33.25
6/2/2005 2,000 33.25
6/2/2005 25,000 33.50
6/6/2005 8,890 34.50
6/6/2005 39,770 34.50
6/6/2005 48,500 34.50
6/7/2005 29,100 35.50
6/7/2005 24,740 35.50
6/7/2005 4,850 35.13
6/7/2005 9,700 35.25
6/7/2005 2,910 35.50
6/8/2005 61,000 33.50
6/14/2005 10,000 34.50
6/20/2005 24,275 34.50
6/21/2005 3,880 34.50
7/14/2005
Transactions in the When-Issued Market by Entities Other than HMC Atlas Air over
whose Shares HMC Investors, Philip Falcone, Raymond Harbert and Michael Luce may
be deemed to have beneficial ownership
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
----------- --------------- ---------------
5/12/2005 10,600 28.49
5/12/2005 43,000 28.91
5/17/2005 80,000 28.85
5/17/2005 25,000 28.85
5/18/2005 10,000 29.00
5/18/2005 1,000 28.00
5/18/2005 15,000 29.00
5/18/2005 20,000 29.00
5/18/2005 20,000 29.00
5/19/2005 6,200 29.50
5/18/2005 22,500 29.00
5/20/2005 2,400 30.00
5/20/2005 150 30.00
5/23/2005 700 33.17
5/23/2005 1,750 33.50
5/23/2005 700 33.03
5/23/2005 5,100 32.40
5/26/2005 1,050 32.50
5/26/2005 750 32.65
5/26/2005 30 32.00
5/27/2005 60 32.50
5/31/2005 250 32.95
5/31/2005 600 33.00
6/1/2005 600 33.25
6/6/2005 1,110 34.50
6/6/2005 1,230 34.50
6/6/2005 1,500 34.50
6/7/2005 900 35.50
6/7/2005 760 35.50
6/7/2005 150 35.13
6/7/2005 300 35.25
6/7/2005 90 35.50
6/8/2005 1,900 33.50
6/20/2005 725 34.50
6/21/2005 120 34.50
On May 20, 2005, an entity affiliated with the Reporting Persons assigned all of
its right, title and interest in and to the Issuer's Common Shares to HMC Atlas
Air.
On July 12, 2005 HMC Atlas Air received a distribution of 4,510,762 Shares from
Issuer in connection with its corporate reorganization. On July 12, 2005, the
Account received a distribution of 133,201 Shares from the Issuer in connection
with its corporate reorganization.
03773.0003 #588430