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. 17)
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
450 Park Avenue
30th Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 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 "DIRECT BENEFICIAL OWNERS").
ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR
AFFILIATION WITH ONE OR BOTH OF THE DIRECT BENEFICIAL OWNERS.
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
2,128,468
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,128,468
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,468
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON*
OO
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
2,128,468
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,128,468
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,468
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON*
OO
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
2,128,468
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,128,468
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,468
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON*
OO
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
922,761
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
922,761
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,761
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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
922,761
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
922,761
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,761
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14. TYPE OF REPORTING PERSON*
OO
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
3,051,229
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,051,229
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,051,229
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14. TYPE OF REPORTING PERSON*
OO
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
3,051,229
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,051,229
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,051,229
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
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 AUGUST 12, 2009.
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Item 2. Identity and Background.
ITEM 2(B) OF THE SCHEDULE 13D/A FILED ON AUGUST 12, 2009 IS HEREBY AMENDED AS
FOLLOWS (THE REMAINDER OF ITEM 2 FROM THE 13D/A FILED ON AUGUST 12, 2009 REMAINS
IN EFFECT):
The principal business address for each of HMC Atlas Air, Harbinger Management,
Harbinger LLC, the Special Fund, HCPSS, Harbinger Holdings and Philip Falcone is
450 Park Avenue, 30th Floor, New York, New York 10022.
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Item 3. Source and Amount of Funds or Other Consideration.
ITEM 3 OF THE SCHEDULE 13D/A FILED ON AUGUST 12, 2009 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
As of the date hereof HMC Atlas Air may be deemed to beneficially own 2,128,468
Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
2,128,468 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 2,128,468
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own 922,761
Shares.
As of the date hereof HCPSS may be deemed to beneficially own 922,761 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own
3,051,229 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 3,051,229
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.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON AUGUST 12, 2009.
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Item 5. Interest in Securities of the Issuer.
ITEM 5 OF THE SCHEDULE 13D/A FILED ON AUGUST 12, 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 2,128,468 Shares, constituting 10.1% of the Shares of the Issuer, based
upon 21,095,802 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 2,128,468 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 2,128,468 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 2,128,468 Shares, constituting 10.1% of the Shares of the
Issuer, based upon 21,095,802 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 2,128,468 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 2,128,468 Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial
owner of 2,128,468 Shares, constituting 10.1% of the Shares of the Issuer, based
upon 21,095,802 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 2,128,468 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 2,128,468 Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 922,761 Shares, constituting 4.4% of the Shares of the
Issuer, based upon 21,095,802 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 922,761 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 922,761 Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
922,761 Shares, constituting 4.4% of the Shares of the Issuer, based upon
21,095,802 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 922,761 Shares; has sole power to dispose or
direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 922,761 Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 3,051,229 Shares, constituting 14.5% of the Shares of the
Issuer, based upon 21,095,802 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 3,051,229 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 3,051,229 Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 3,051,229 Shares, constituting 14.5% of the Shares of the Issuer, based
upon 21,095,802 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 3,051,229 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 3,051,229 Shares.
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(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.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON AUGUST 12, 2009.
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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
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
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Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
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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
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Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member
By: /s/ Philip Falcone
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Harbinger Holdings, LLC
By: /s/ Philip Falcone
------------------------
/s/ Philip Falcone
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Philip Falcone
September 4, 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. 17, dated September
4, 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
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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
September 4, 2009
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)
8/13/09 (288) $28.11
9/2/09 (90,000) $24.03
9/3/09 (61,000) $23.48
9/4/09 (71,500) $23.96
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
8/13/09 (112) $28.11
SK 26666 0002 1027983