UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
ATLAS AIR WORLDWIDE HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
049164205
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 891-2100 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 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 l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*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 ("Act") 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) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC, OO
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.1%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the
holder of 148,533 shares of the common stock, par value $0.01 per share (the
"Shares"), of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the
"Company"), Cerberus International, Ltd., a corporation organized under the laws
of the Bahamas ("International"), is the holder of 473,191 Shares, Cerberus
Series Two Holdings, LLC, a Delaware limited liability company ("Cerberus Series
Two"), is the holder of 128,232 Shares, Cerberus Series Three Holdings, LLC, a
Delaware limited liability company ("Cerberus Series Three"), is the holder of
197,819 Shares, Cerberus America Series One Holdings, LLC, a Delaware limited
liability company ("Cerberus America One"), is the holder of 21,132 Shares, and
Cerberus America Series Two Holdings, LLC, a Delaware limited liability company
("Cerberus America Two"), is the holder of 31,093 Shares. Stephen Feinberg
possesses sole power to vote and direct the disposition of all Shares held by
Cerberus, International, Cerberus Series Two, Cerberus Series Three, Cerberus
America One and Cerberus America Two. Thus, as of September 14, 2005, for the
purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially
own 1,000,000 Shares, or 5.1% of the Shares deemed issued and outstanding as of
that date.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.01 per share (the "Shares"), of Atlas Air
Worldwide Holdings, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 2000 Westchester Avenue,
Purchase, New York 10577.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 299 Park Avenue, 22nd Floor, New York, New York 10171. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., which is the
general partner of Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), and (ii) through one or more intermediate entities, the investment
manager for each of Cerberus International, Ltd., a corporation organized under
the laws of the Bahamas ("International"), Cerberus Series Two Holdings, LLC, a
Delaware limited liability company ("Cerberus Series Two"), Cerberus Series
Three Holdings, LLC, a Delaware limited liability company ("Cerberus Series
Three"), Cerberus America Series One Holdings, LLC, a Delaware limited liability
company ("Cerberus America One"), and Cerberus America Series Two Holdings, LLC,
a Delaware limited liability company ("Cerberus America Two"). Cerberus,
International, Cerberus Series Two, Cerberus Series Three, Cerberus America One
and Cerberus America Two (collectively, the "Cerberus Entities") are engaged in
the investment in personal property of all kinds, including but not limited to
capital stock, depository receipts, investment companies, mutual funds,
subscriptions, warrants, bonds, notes, debentures, options and other securities
of whatever kind and nature. Mr. Feinberg also provides investment management
and other services for various other third parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now 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. Mr. Feinberg is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to the Final Modified Second Amended Joint Plan of
Reorganization of the Company and its affiliated debtors and
debtors-in-possession, confirmed by the U.S. Bankruptcy Court for the Southern
District of Florida on July 16, 2004 (the "Plan of Reorganization"), on July 12,
2005 the Company began a pro rata distribution of 16,095,776 Shares to holders
of allowed general unsecured claims against the Company and certain of its
subsidiaries. The July 12, 2005 distribution of Shares represented the first
distribution on a total of 17,202,666 Shares that were allocated to the holders
of allowed general unsecured claims against the Company and certain other
entities. Pursuant to the Plan of Reorganization, Shares will be issued to
holders of allowed claims in the same proportion as each holder's allowed claim
bears to the total amount of allowed claims. The exact number of Shares that
each claimholder ultimately receives is dependent on the final total of allowed
claims under the Plan of Reorganization and other factors, such as unclaimed
distributions and fractional share interests. Distributions of Shares remaining
after the initial distribution will take place on a quarterly basis, beginning
on or about October 11, 2005. Pursuant to the Plan of Reorganization, on July
12, 2005, Cerberus received, for itself and on behalf of the other Cerberus
Entities, 309,093 Shares.
In addition to the Shares distributed to Cerberus on behalf of itself
and the other Cerberus Entities on July 12, 2005 pursuant to the Plan of
Reorganization, each of the Cerberus Entities purchased Shares in ordinary
brokerage transactions from July 12, 2005 through and including September 14,
2005. Such ordinary brokerage transactions are described in more detail in Item
5 below. All funds used to purchase Shares on behalf of Cerberus, International,
Cerberus Series Two, Cerberus Series Three, Cerberus America One and Cerberus
America Two came directly from the assets of Cerberus, International, Cerberus
Series Two, Cerberus Series Three, Cerberus America One and Cerberus America
Two, respectively.
Item 4. Purpose of Transaction.
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The acquisition of Shares referred to in Item 5 is for investment
purposes. Mr. Feinberg has no present plans or intentions which relate to or
would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Definitive Proxy
Statement on Schedule 14A as filed with the Securities and Exchange Commission
on August 22, 2005, there were 19,685,544 Shares issued and outstanding as of
August 5, 2005. As of September 14, 2005, Cerberus was the holder of 148,533
Shares, International was the holder of 473,191 Shares, Cerberus Series Two was
the holder of 128,232 Shares, Cerberus Series Three was the holder of 197,819
Shares, Cerberus America One was the holder of 21,132 Shares and Cerberus
America Two was the holder of 31,093 Shares. Stephen Feinberg possesses sole
power to vote and direct the disposition of all Shares held by Cerberus,
International, Cerberus Series Two, Cerberus Series Three, Cerberus America One
and Cerberus America Two. Thus, as of September 14, 2005, for the purposes of
Reg. Section 240.13d-3, Mr. Feinberg is deemed to beneficially own 1,000,000
Shares, or 5.1% of the Shares deemed issued and outstanding as of that date.
The following tables detail the transactions during the sixty days on
or prior to September 14, 2005 in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Mr. Feinberg or any other person
or entity controlled by him or any person or entity for which he possesses
voting or investment control over the securities thereof (each of which were
effected in an ordinary brokerage transaction):
I. Cerberus
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 15,000 $34.0000
August 5, 2005 15,000 $33.8225
August 9, 2005 6,000 $34.2618
August 11, 2005 8,600 $34.9183
August 17, 2005 7,500 $34.5500
August 18, 2005 17,000 $34.3900
September 7, 2005 6,350 $34.0412
September 9, 2005 7,800 $34.1000
September 14, 2005 18,920 $34.0285
(Sales)
NONE
II. International
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 47,000 $34.0000
August 5, 2005 47,000 $33.8225
August 9, 2005 20,000 $34.2618
August 11, 2005 27,000 $34.9183
August 17, 2005 23,500 $34.5500
August 18, 2005 53,300 $34.3900
September 7, 2005 19,980 $34.0412
September 8, 2005 5,000 $34.1200
September 9, 2005 24,840 $34.1000
September 14, 2005 60,297 $34.0285
(Sales)
NONE
III. Cerberus Series Two
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 13,000 $34.0000
August 5, 2005 13,000 $33.8225
August 9, 2005 5,000 $34.2618
August 11, 2005 7,400 $34.9183
August 17, 2005 6,450 $34.5500
August 18, 2005 14,650 $34.3900
September 7, 2005 5,480 $34.0412
September 9, 2005 6,730 $34.1000
September 14, 2005 16,340 $34.0285
(Sales)
NONE
IV. Cerberus Series Three
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 20,000 $34.0000
August 5, 2005 20,000 $33.8225
August 9, 2005 8,000 $34.2618
August 11, 2005 11,400 $34.9183
August 17, 2005 9,950 $34.5500
August 18, 2005 22,600 $34.3900
September 7, 2005 8,460 $34.0412
September 9, 2005 10,390 $34.1000
September 14, 2005 25,200 $34.0285
(Sales)
NONE
V. Cerberus America One
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 2,000 $34.0000
August 5, 2005 2,000 $33.8225
August 9, 2005 1,500 $34.2618
August 11, 2005 1,300 $34.9183
August 17, 2005 1,050 $34.5500
August 18, 2005 2,400 $34.3900
September 7, 2005 900 $34.0412
September 9, 2005 1,110 $34.1000
September 14, 2005 2,690 $34.0285
(Sales)
NONE
VI. Cerberus America Two
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(Purchases)
Date Quantity Price
---- -------- -----
August 4, 2005 3,000 $34.0000
August 5, 2005 3,000 $33.8225
August 9, 2005 2,000 $34.2618
August 11, 2005 1,800 $34.9183
August 17, 2005 1,550 $34.5500
August 18, 2005 3,550 $34.3900
September 7, 2005 1,330 $34.0412
September 9, 2005 1,630 $34.1000
September 14, 2005 3,960 $34.0285
(Sales)
NONE
In addition to the transactions detailed in the foregoing tables,
pursuant to the Plan of Reorganization, on July 12, 2005, Cerberus received, for
itself and on behalf of the other Cerberus Entities, 309,093 Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
Signature
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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.
August 10, 2006
/s/ Stephen Feinberg
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Stephen Feinberg, on behalf of Cerberus
Associates, L.L.C., the general partner
of Cerberus Partners, L.P., and Cerberus
International, Ltd., Cerberus Series Two
Holdings, LLC, Cerberus Series Three
Holdings, LLC, Cerberus America Series
One Holdings, LLC and Cerberus America
Series Two Holdings, LLC
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).