UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ATLAS AIR WORLDWIDE HOLDINGS, INC.
----------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
049164205
----------
(CUSIP Number)
December 31, 2004
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
SCHEDULE 13G
CUSIP No. 049164205 Page 2 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SARANAC CAPITAL MANAGEMENT LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,378,764
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,378,764
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,378,764
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.89%
12 Type of Reporting Person (See Instructions)
IA; PN
SCHEDULE 13G
CUSIP No. 049164205 Page 3 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SARANAC CAPITAL MANAGEMENT GP LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,378,764
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,378,764
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,378,764
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.89%
12 Type of Reporting Person (See Instructions)
HC; OO
SCHEDULE 13G
CUSIP No. 049164205 Page 4 of 11 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROSS MARGOLIES
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,378,764
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,378,764
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,378,764
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.89%
12 Type of Reporting Person (See Instructions)
HC; IN
Page 5 of 11 Pages
Item 1(a) Name of Issuer:
Atlas Air Worldwide Holdings, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
2000 Westchester Avenue, Purchase, NY 10577
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Saranac Capital Management LP ("Saranac Capital
Managment");
ii) Saranac Capital Management GP LLC ("Saranac Capital
Management GP"); and
iii) Ross Margolies ("Mr. Ross Margolies").
This Statement relates to Shares (as defined herein) held for
the account of Saranac Capital Management.
Saranac Capital Management GP LLC is the general partner of
Saranac Capital Management and, in such capacity may be deemed to have
investment discretion over and be the beneficial owner of securities held for
the account of Saranac Capital Managment In his capacity as the managing member
of Saranac Capital Management GP, Mr. Ross Margolies may be deemed to have
investment discretion over, and may be deemed to be the beneficial owner of,
securities held for the account of Saranac Capital Management.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 31 West 52nd Street, New York, NY 10019.
Item 2(c) Citizenship:
1) Saranac Capital Management is a Delaware limited
partnership;
2) Saranac Capital Management GP is a Delaware limited
liability company; and
3) Mr. Ross Margolies is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common Stock (the "Shares")
Item 2(e) CUSIP Number:
049164205
Page 6 of 11 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
If this Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing is a(n):
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [X] Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] Parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] Church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2004, each of the Reporting Persons may be
deemed to be the beneficial owner of the 1,378,764 Shares held for the account
of Saranac Capital Management.
Item 4(b) Percent of Class:
The number of Shares each of the Reporting Persons may be
deemed to beneficially own constitutes approximately 6.89% of the total number
of Shares outstanding (based upon 20,000,000 Shares outstanding).
Page 7 of 11 Pages
Item 4(c) Number of shares as to which such person has:
Saranac Capital Management
--------------------------
(i) Sole power to vote or direct the vote 1,378,764
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,378,764
(iv) Shared power to dispose or to direct the
disposition of 0
Saranac Capital Management GP
-----------------------------
(i) Sole power to vote or direct the vote 1,378,764
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,378,764
(iv) Shared power to dispose or to direct the
disposition of 0
Mr. Ross Margolies
------------------
(i) Sole power to vote or direct the vote 1,378,764
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,378,764
(iv) Shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The limited partners of Saranac Capital Management have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, securities held for the account of Saranac Capital Management in accordance
with their respective ownership interests in Saranac Capital Management.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Page 8 of 11 Pages
Item 10. Certification:
By signing below the Reporting Person certifies that, to the
best of such person's knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2005 SARANAC CAPITAL MANAGEMENT LP
By: Saranac Capital Management GP LLC
its General Partner
By: /s/ Ross Margolies
-------------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 14, 2005 SARANAC CAPITAL MANAGEMENT GP LLC
By: /s/ Ross Margolies
-------------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 14, 2005 ROSS MARGOLIES
/s/ Ross Margolies
-------------------------------------
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
A. Joint Filing Agreement, dated as of February 14,
2005, by and among Saranac Capital Management LP,
Saranac Capital Management GP LLC and Mr. Ross
Margolies 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Atlas Air Worldwide Holdings, Inc., dated as of
February 14, 2005, is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Date: February 14, 2005 SARANAC CAPITAL MANAGEMENT LP
By: Saranac Capital Management GP LLC
its General Partner
By: /s/ Ross Margolies
-------------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 14, 2005 SARANAC CAPITAL MANAGEMENT GP LLC
By: /s/ Ross Margolies
-------------------------------------
Name: Ross Margolies
Title: Managing Member
Date: February 14, 2005 ROSS MARGOLIES
/s/ Ross Margolies
-------------------------------------