UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 13, 2003
Atlas Air Worldwide Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25732 13-4146982
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Westchester Avenue, Purchase, New York 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 701-8000
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(Former name or former address, if changed since last report)
Atlas Air, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25732 84-1207329
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Westchester Avenue, Purchase, New York 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 701-8000
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(Former name or former address, if changed since last report)
This combined Form 8-K is separately filed by Atlas Air Worldwide Holdings, Inc.
and Atlas Air, Inc. Information contained herein relating to any individual
registrant is filed by such registrant on its behalf. No registrant makes any
representation as to information relating to any other registrant.
Item 5. Other Events.
In conjunction with Atlas Air, Inc. ("Atlas") obtaining waivers and
deferrals from its bank lenders, which were announced earlier this month, and in
response to current market conditions, Atlas has commenced negotiations with
some of its aircraft lessors to reduce or defer operating lease payments
relating to certain 747-200 series aircraft. In that regard, Atlas has not made
one lease payment and may defer others pending the outcome of the negotiations.
While Atlas is optimistic that it will be successful in renegotiating the terms
of such obligations to better reflect current market conditions, there can be no
assurance that, absent such agreements, the lessors would not elect to exercise
remedies available to them under their leases in response to any non-payments or
deferrals. Except for non-payments or deferrals that have or may occur in
connection with the lease negotiations described above, Atlas is current on its
public debt, secured credit facilities, and other aircraft lease obligations.
Richard Shuyler, Atlas' CEO stated, "In this market climate, it is
prudent for Atlas to undertake to rationalize its current fleet and seek to
voluntarily restructure its lease obligations to reflect current adverse market
conditions. We hope that those affected lessors will work with us to bring about
the needed changes that will ultimately result in a stronger company capable of
executing our business plans to the benefit of all of our creditors and
stockholders."
At a Board meeting held on January 13, 2003, Atlas' Chairman Brian Rowe
announced that Linda Chowdry, a director and the widow of Michael Chowdry, the
founder of Atlas, was elected Vice Chairman of Atlas Air Worldwide Holdings,
Inc. She is scheduled to succeed Mr. Rowe as Chairman of the Board upon his
retirement on April 1, 2003. Upon Mr. Rowe's retirement, Richard Shuyler, CEO of
Atlas, will assume the additional position of Vice Chairman of the Board.
FORWARD LOOKING STATEMENT
This Current Report on Form 8-K contains projections and other
forward-looking statements that involve assumptions, risks and uncertainties.
Readers are cautioned not to place undue reliance on these statements, which
speak only as of the date of this Report. These statements are inherently
uncertain, and readers must recognize that our actual results may differ
materially from our expectations. Further, we undertake no duty to update any of
these forward-looking statements. Readers are referred to the documents filed by
Atlas Air Worldwide Holdings, Inc. (together with its affiliates, "Atlas," the
"Company," "we" or "us") with the Securities and Exchange Commission,
specifically our Annual Report on Form 10-K for the year ended December 31,
2001, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002
and June 30, 2002 and our Current Reports on Form 8-K dated October 16, 2002,
October 18, 2002, November 14, 2002, December 2, 2002 and January 8, 2003,
respectively, which identify important risk factors that could cause our actual
results to differ from those contained in the forward-looking statements. Other
factors that may affect our plans or results include, without limitation, the
outcome of various legal actions brought against Atlas, the filing of additional
lawsuits against us, the nature, scope and results of the Company's internal
accounting investigation and the restatement of its financial statements, the
outcome of the SEC's inquiry into our decision to initiate a re-audit of our
financial statements for 2000 and 2001, our ability to obtain various waivers
and deferrals from our bank lenders and reduced or deferred operating lease
payments from certain of our aircraft lessors, significant changes in fuel
prices and other operating and maintenance expenses, the possible outbreak of
war in the middle East, and the availability and cost of war and terrorism risk
and other insurance for the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
DATE: January 21, 2003
By: /s/ William C. Bradley
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William C. Bradley
Vice President and Treasurer
ATLAS AIR, INC.
DATE: January 21, 2003
By: /s/ William C. Bradley
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William C. Bradley
Vice President and Treasurer