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. 13)
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)
Philip Falcone
555 Madison Avenue
16th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2009
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(Date of Event which Requires Filing of This Statement)
* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HMC ATLAS AIR, L.L.C. AND/OR HARBINGER CAPITAL PARTNERS
SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES
AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR
BOTH OF THE FUNDS.
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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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
7,311,376
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,311,376
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,311,376
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners 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
7,311,376
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,311,376
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,311,376
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners LLC
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
7,311,376
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,311,376
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,311,376
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
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
1,094,914
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,094,914
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,914
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14. TYPE OF REPORTING PERSON*
PN
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
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
1,094,914
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,094,914
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,914
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Holdings, LLC
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
8,406,290
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,406,290
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,406,290
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
8,406,290
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,406,290
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,406,290
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 049164205
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON MARCH 6, 2009.
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Item 2. Identity and Background.
ITEM 2 TO THE SCHEDULE 13D/A FILED ON MARCH 6, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
(a-c,f) This Schedule 13D/A is being filed by HMC Atlas Air, L.L.C.("HMC Atlas
Air"); Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger
Management"), the Class A Shareholder of HMC Atlas Air; Harbinger Capital
Partners LLC ("Harbinger LLC"), a co-investment manager of HMC Atlas Air;
Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund");
Harbinger Capital Partners Special Situations GP, LLC, the general partner of
the Special Fund ("HCPSS"); Harbinger Holdings, LLC ("Harbinger Holdings"), the
managing member of Harbinger Management, Harbinger LLC and HCPSS; and Philip
Falcone, the managing member of Harbinger Holdings and the portfolio manager of
HMC Atlas Air and the Special Fund (each of HMC Atlas Air, Harbinger Management,
Harbinger LLC, Special Fund, HCPSS, Harbinger Holdings and Philip Falcone may be
referred to herein as a "Reporting Person" and collectively may be referred to
as "Reporting Persons").
Each of HMC Atlas Air, Harbinger Management, Harbinger LLC, HCPSS and Harbinger
Holdings is a Delaware limited liability company. The Special Fund is a Delaware
limited partnership. Philip Falcone is a United States citizen. The principal
business address for each of HMC Atlas Air, Harbinger Management, Harbinger LLC,
the Special Fund, HCPSS, Harbinger Holdings and Philip Falcone is 555 Madison
Avenue, 16th Floor, New York, New York 10022.
(d) Philip Falcone has not, 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
judgment, 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.
ITEM 3 OF THE SCHEDULE 13D/A FILED ON MARCH 6, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
As of the date hereof HMC Atlas Air may be deemed to beneficially own 7,311,376
Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
7,311,376 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 7,311,376
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
1,094,914 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 1,094,914 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
8,406,290 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 8,406,290
Shares.
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.
ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON MARCH 6, 2009 IS
HEREBY AMENDED AND RESTATED AS FOLLOWS:
On May 12, 2009, the Issuer and HMC Atlas Air entered into an underwriting
agreement ("Underwriting Agreement") with Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated (collectively, the "Underwriters"). Pursuant to the
Underwriting Agreement, HMC Atlas Air agreed to sell, and the Underwriters
agreed to purchase, 4,000,000 Shares. In addition, HMC Atlas Air granted the
Underwriters a 30-day option to purchase up to 600,000 additional Shares. The
public offering contemplated by the Underwriting Agreement has been registered
under the Securities Act of 1933 and will be completed on or about May 18, 2009.
The Underwriting Agreement is filed as Exhibit C hereto.
HMC Atlas Air and the Special Fund reserve the right to purchase or sell Shares
in the future if they deem it appropriate for their investors and should it be
consistent with their portfolio metrics. Except as described in this Item 4 and
in Item 6 herein, the Reporting Persons have no present plans or proposals that
relate to or would result in any of the actions required to be reported herein.
However, each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition and prospects and its interest in, and intentions
with respect to, the Issuer. Accordingly, each Reporting Person reserves the
right to change its intentions and develop plans or proposals at any time, as it
deems appropriate. The Reporting Persons reserve the right to be in contact with
members of the Issuer's management, the members of the Issuer's Board of
Directors, other significant shareholders and others regarding alternatives that
the Issuer could employ to increase shareholder value.
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Item 5. Interest in Securities of the Issuer.
ITEM 5 OF THE SCHEDULE 13D/A FILED ON MARCH 6, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
(a, b) As of the date hereof, HMC Atlas Air may be deemed to be the beneficial
owner of 7,311,376 Shares, constituting 34.7% of the Shares of the Issuer, based
upon 21,079,643* Shares outstanding as of the date of this filing.
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 7,311,376 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,311,376 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 7,311,376 Shares, constituting 34.7% of the Shares of the
Issuer, based upon 21,079,643* Shares outstanding as of the date of this filing.
Harbinger 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 7,311,376 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,311,376 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 7,311,376 Shares, constituting 34.7% of the Shares of the Issuer, based
upon 21,079,643* Shares outstanding as of the date of this filing.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 7,311,376 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,311,376 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 1,094,914 Shares, constituting 5.2% of the Shares of the
Issuer, based upon 21,079,643* Shares outstanding as of the date of this filing.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 1,094,914 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 1,094,914 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
1,094,914 Shares, constituting 5.2% of the Shares of the Issuer, based upon
21,079,643* Shares outstanding as of the date of this filing.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 1,094,914 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 1,094,914 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 8,406,290 Shares, constituting 39.9% of the Shares of the
Issuer, based upon 21,079,643* Shares outstanding as of the date of this filing.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 8,406,290 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 8,406,290 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 8,406,290 Shares, constituting 39.9% of the Shares of the Issuer, based
upon 21,079,643* Shares outstanding as of the date of this filing.
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 8,406,290 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 8,406,290 Shares.
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* The number of outstanding shares is based on the 21,079,643 voting shares as
reported by the Company as of the date of this filing.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past sixty
days are set forth in Exhibit B.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON MARCH 6, 2009 IS
AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:
On May 12, 2009, HMC Atlas Air entered into the Underwriting Agreement
as discussed in further detail in Item 4 herein.
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Item 7. Material to be Filed as Exhibits.
THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit C: Underwriting Agreement (Incorporated by reference from Exhibit 1
to the Current Report on Form 8-K of Atlas Air Worldwide Holdings, Inc.
filed with the Securities and Exchange on May 13, 2009)
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: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
May 13, 2009
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, Amendment No. 13, dated May 13,
2009 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: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
-------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
------------------------
Harbinger Holdings, LLC
By: /s/ Philip Falcone
------------------------
/s/ Philip Falcone
---------------------
Philip Falcone
May 13, 2009
Exhibit B
Exhibit B
Transactions in the Common Stock
---------------------------------------
TRANSACTIONS BY HMC ATLAS AIR, L.L.C.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
None
SK 26666 0002 995316