424B7
Filed
Pursuant to Rule 424(B)(7)
Registration
Number 333-142155
PROSPECTUS SUPPLEMENT
(to Prospectus dated April 30, 2007)
4,000,000 Shares
Common Stock
The selling
stockholder is offering all of the shares of our common stock
offered by this prospectus supplement. We will not receive any
proceeds from the sale by the selling stockholder of shares of
common stock in this offering. Our common stock is listed on The
NASDAQ Global Select Market under the ticker symbol
AAWW. On May 11, 2009, the closing price of our
common stock on The NASDAQ Global Select Market was $29.32 per
share.
Investing in our
securities involves significant risks. Please read Risk
Factors on
page S-2
of this prospectus supplement and Risks Related to Our
Business on page 2 of the accompanying prospectus, as
well as the other information included and incorporated by
reference herein and therein for a discussion of the factors
that you should carefully consider before deciding to purchase
our securities.
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Per
Share
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Total
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Initial price to public
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$
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24.00
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$
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96,000,000
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Underwriting discount
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$
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1.02
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$
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4,080,000
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Proceeds, before expenses, to the selling stockholder
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$
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22.98
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$
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91,920,000
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The selling
stockholder has granted the underwriters a 30-day option to
purchase up to 600,000 additional shares of common stock at
the initial price to public less the underwriting discount.
Delivery of the
shares will be made on or about May 18, 2009.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
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Goldman,
Sachs & Co. |
Morgan Stanley |
The date of this
prospectus supplement is May 12, 2009.
ABOUT
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS
This document consists of two parts. The first part is this
prospectus supplement, which describes the specific terms of
this offering of common stock. The second part is the
accompanying prospectus or the base prospectus, which describes
more general information, some of which may not apply to this
offering. Generally, when we refer only to the
prospectus, we are referring to both parts combined,
and when we refer to the accompanying prospectus, we
are referring to the base prospectus only. You should read both
this prospectus supplement and the accompanying prospectus,
together with the additional information described below under
the heading Where You Can Find More Information.
If the description of this offering varies between this
prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement.
Any statement made in this prospectus supplement or in a
document incorporated or deemed to be incorporated by reference
in this prospectus supplement will be deemed to be modified or
superseded for purposes of this prospectus supplement to the
extent that a statement contained in this prospectus supplement
or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this
prospectus supplement modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus supplement. See Where You Can Find More
Information.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We and the selling stockholder have not
authorized anyone to provide you with different information.
This prospectus supplement and the accompanying prospectus may
only be used where it is legal to sell these securities. You
should not assume that the information contained in this
prospectus supplement, the accompanying prospectus or the
documents incorporated by reference into this prospectus
supplement and the accompanying prospectus is accurate as of any
date other than the respective dates of such documents. Our
business, financial condition, results of operations and
prospects may have changed since those dates.
In this prospectus supplement, references to the
company, AAWW, we,
us and our are to Atlas Air Worldwide
Holdings, Inc., a Delaware corporation, and its operating
subsidiaries, unless the context requires otherwise.
i
OUR
COMPANY
We are the leading provider of leased wide-body freighter
aircraft, furnishing outsourced air cargo operating services and
solutions to the global air freight industry. As such, we manage
and operate the worlds largest fleet of 747 freighters. We
provide unique value to our customers by giving them access to
highly reliable new production freighters that deliver the
lowest unit cost in the marketplace combined with outsourced
aircraft operating services that lead the industry in terms of
quality and global scale. Our customers include airlines,
express delivery providers, freight forwarders, the
U.S. military and charter brokers. We provide global
services with operations in Asia, the Middle East, Australia,
Europe, South America, Africa and North America.
We believe that the scale, scope and quality of our outsourced
services are unparalleled in our industry. The relative
operating cost efficiency of our current
747-400F
aircraft and future
747-8F
aircraft, including their superior fuel efficiency, capacity and
loading capabilities, create a compelling value proposition for
our customers.
Atlas Air Worldwide Holdings, Inc. is a holding company with a
principal, wholly-owned, operating subsidiary, Atlas Air, Inc.
(Atlas Air). We also have a 51% economic interest
and 75% voting interest in Polar Air Cargo Worldwide, Inc.
(Polar), which, since October 27, 2008, is
accounted for under the equity method. On June 28, 2007,
Polar issued shares representing a 49% economic interest and a
25% voting interest to DHL Network Operations (USA), Inc.
(DHL), a subsidiary of Deutsche Post AG
(DP). In February 2008, we formed Titan Aviation
Leasing Limited (Titan), a wholly owned subsidiary
based in Ireland, for the purpose of dry leasing aircraft and
engines.
Our primary service offerings are:
Freighter aircraft leasing services, which encompass the
following:
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We provide outsourced operating solutions including the
provision of crew, maintenance and insurance for the aircraft
(hereinafter referred to as ACMI), while customers
assume fuel, demand and yield risk. ACMI contracts typically
range from three to six year periods for
747-400s and
shorter periods for
747-200s.
Included in ACMI is the provision of outsourced
airport-to-airport wide-body cargo aircraft solutions to Polar
for the benefit of DHL and other customers, which we refer to as
Express Network ACMI services. Through this arrangement, we
provide dedicated
747-400
aircraft servicing the requirements of DHLs global express
operations through Polar as well as the requirements of
Polars other customers;
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Dry leasing, whereby we provide aircraft and engine leasing
solutions to third parties for one or more dedicated aircraft.
We provide dry leasing services primarily to Global Supply
Systems, a private company in which we own a 49% interest. We
have also provided dry leasing services to other third party
customers through both Atlas Air and our newly formed leasing
subsidiary, Titan.
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Charter services, which encompass the following:
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Military charter services, whereby we provide air cargo services
for the U.S. Air Mobility Command;
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Commercial charters, whereby we provide all-inclusive cargo
aircraft charters to brokers, freight forwarders, direct
shippers and airlines. In addition, we have been providing
airport-to-airport air cargo services to freight forwarders and
other shipping customers in limited markets since October 2008.
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AAWW was incorporated in Delaware in 2000. Our principal
executive offices are located at 2000 Westchester Avenue,
Purchase, New York 10577, and our telephone number is
(914) 701-8000.
Our website is www.atlasair.com. The information on our
website is not a part of this prospectus supplement.
Atlas and Polar hold various trademark registrations and have
applications for additional registrations pending in several
foreign jurisdictions. This prospectus supplement and the
documents incorporated herein by reference also include
trademarks, trade names and service marks of other companies.
Use or display by us of other parties trademarks, trade
names or service marks is not intended to and does not imply a
relationship with, or endorsement or sponsorship of us by, these
other parties.
S-1
Recent
Development
Increased Maintenance Expense. As we have
previously disclosed, our maintenance, materials and repairs
expense in the first quarter of 2009 was $29.2 million, and
such expense in the second quarter of 2009 is expected to be
significantly higher. This is primarily a result of the timing
of certain expenditures in this period, which we anticipate will
include at least three additional C Checks on our
B747-400 aircraft and four additional engine overhauls. A
C Check is a high level or heavy
airframe maintenance check that is generally performed at
18 month intervals.
RISK
FACTORS
Investing in our securities involves risk. You should carefully
consider and evaluate all of the information included and
incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the risk factors described
below and other risk factors incorporated by reference from our
most recent Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008, filed with the
SEC on February 26, 2009, as updated by our Quarterly
Report on
Form 10-Q
for the fiscal quarter ended March 31, 2009, filed with the
SEC on May 5, 2009, and our other filings with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act filed after such annual report. The risk factors we
have described are not the only ones we face. Our operations
could also be impaired by additional risks and uncertainties. If
any of these risks and uncertainties develop into actual events,
our business, financial condition and results of operations
could be materially and adversely affected.
U.S.
citizenship requirements may limit common stock voting
rights.
Under federal law and Department of Transportation
(DOT) requirements, we must be owned and actually
controlled by citizens of the United States, a
statutorily defined term requiring, among other things, that not
more than 25% of our issued and outstanding voting stock be
owned and controlled, directly or indirectly, by
non-U.S. citizens.
DOT periodically conducts airline citizenship reviews and, if it
finds that this requirement is not met, may require adjustment
of the rights attendant to the airlines issued shares.
As one means to effect compliance, our certificate of
incorporation and bylaws provide that the failure of
non-U.S. citizens
to register their shares on a separate stock record, which we
refer to as the Foreign Stock Record, results in a
suspension of their voting rights. Our bylaws further limit the
number of shares of our capital stock that may be registered on
the Foreign Stock Record to 25% of our issued and outstanding
shares. Registration on the Foreign Stock Record is made in
chronological order based on the date we receive a written
request for registration. As a result, if a
non-U.S. citizen
acquires shares of our common stock and does not or is not able
to register those shares on our Foreign Stock Record, they may
lose their ability to vote those shares. See Description
of Capital Stock Foreign Ownership
Restrictions for additional information on the foreign
ownership restrictions applicable to the ownership of our shares.
Our
financial condition may suffer if we experience unanticipated
costs or enforcement action as a result of the ongoing Antitrust
Division of the United States Department of Justice fuel
surcharge investigation and other lawsuits and
claims.
On February 14, 2006, the Antitrust Division of the United
States Department of Justice (Antitrust Division)
initiated a criminal investigation into the pricing practices of
a number of cargo carriers, including Polar Air Cargo LLC
(Polar LLC), a wholly owned subsidiary of the
Company. The Antitrust Division is investigating whether during
any part of January 2000 to February 2006 cargo carriers
manipulated the market price for air cargo services sold in the
U.S. and abroad, through the use of fuel surcharges, in
violation of the U.S. federal antitrust laws. Polar
LLCs counsel has been meeting periodically with the
Antitrust Division staff. On April 28, 2009, Polar received
a letter from the Antitrust Division staff informing it that it
is a target of a grand jury investigation in the Northern
District of Georgia in connection with the above referenced
matters. This means that the Antitrust Division may ask the
grand jury to indict Polar at some future time. While the letter
was addressed to Polar, we believe it is more properly directed
at Polar LLC, because, among other things, Polar was not an
operating company during any of the periods subject to the
investigation. The staff of the Antitrust Division has, however,
to date declined to change the name of the target. As a result
of the investigation, the Company and Polar LLC, along with a
number of other cargo
S-2
carriers, have been named co-defendants in a number of class
action suits filed in multiple jurisdictions of the
U.S. Federal District Court, and have been named in two
civil class action suits in the provinces of Ontario and Quebec,
Canada, which are substantially similar to the U.S. class
action suits. Moreover, we have submitted relevant information
and documentation to regulators in Australia, the European
Union, Korea, New Zealand and Switzerland in connection with
investigations initiated by such authorities into pricing
practices of certain international air cargo carriers. These
investigations and proceedings are continuing, and additional
investigations and proceedings may be commenced and charges may
be brought in these and other jurisdictions. Other parties may
be added to these investigations and proceedings, and
authorities may request additional information of the Company.
If Polar LLC is unable to resolve the Antitrust Division
investigation or is formally charged by the Antitrust Division
as a result of this investigation, or if the Company were to
incur an unfavorable outcome in connection with one or more of
the related investigations or litigation, it could have a
material adverse effect on the Companys business, results
of operations and financial condition.
USE OF
PROCEEDS
We will not receive any of the proceeds from the sale of the
shares by the selling stockholder.
PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY
Since May 31, 2006, our common stock has been traded on The
NASDAQ Global Select Market under the symbol AAWW.
The following table sets forth the closing high and low prices
per share for our common stock for the periods indicated.
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High
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Low
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2009 Quarter Ended
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June 30 (through May 11, 2009)
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$
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32.68
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$
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17.54
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March 31
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$
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24.05
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$
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10.03
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2008 Quarter Ended
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December 31
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$
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38.09
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$
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9.05
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September 30
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$
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57.74
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$
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37.94
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June 30
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$
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64.92
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$
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49.46
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March 31
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$
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55.00
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$
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47.13
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2007 Quarter Ended
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December 31
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$
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58.59
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$
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52.02
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September 30
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$
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60.83
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$
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48.94
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June 30
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$
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59.82
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$
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53.69
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March 31
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$
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54.29
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$
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44.00
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The last reported sale price of our common stock on The NASDAQ
Global Select Market on May 11, 2009 was $29.32 per share.
As of March 31, 2009, there were 21,079,643 shares of
our common stock issued and outstanding, excluding
886,438 shares held in treasury. There were 80 stockholders
of record of our common stock on such date.
We have never paid a dividend with respect to our common stock,
nor do we anticipate paying a dividend in the foreseeable
future. Moreover, certain of our financing arrangements contain
financial covenants that could limit our ability to pay cash
dividends.
S-3
DESCRIPTION
OF CAPITAL STOCK
The following description summarizes important terms of our
capital stock. Because it is only a summary, it does not contain
all the information that may be important to you. This
description is in all respects subject to and qualified in its
entirety by reference to: (i) our certificate of
incorporation and our amended and restated bylaws, which are
filed as exhibits to our Current Reports on
Form 8-K
dated February 16, 2001 (filed with the SEC on
February 21, 2001) and June 27, 2006 (filed with
the SEC on July 3, 2006), respectively, (ii) the
certificate of designation relating to each series of preferred
stock, which will be filed with the SEC in connection with an
offering of such series of preferred stock and (iii) the
relevant portions of the Delaware General Corporation Law.
Our authorized capital stock consists of 50,000,000 shares
of common stock, $0.01 par value, and
10,000,000 shares of preferred stock, $1.00 par value.
Common
Stock
General. As of March 31, 2009, there were
21,079,643 shares of common stock outstanding, excluding
886,438 shares held in treasury. There were 80 stockholders
of record of our common stock on such date.
Voting Rights. The holders of our common stock
are entitled to one vote for each share held of record on all
matters submitted to a vote of the stockholders, including the
election of directors, and they do not have cumulative voting
rights. Accordingly, the holders of a majority of the shares of
common stock entitled to vote in any election of directors can
elect all of the directors standing for election, if they so
choose. Foreign Ownership Restrictions below
contains a description of certain restrictions on voting by
stockholders who are not U.S. citizens, as
defined by applicable laws and regulations.
Dividends. Subject to preferences that may be
applicable to any then outstanding preferred stock, holders of
our common stock are entitled to receive ratably those
dividends, if any, as may be declared by the board of directors
out of legally available funds.
Liquidation, Dissolution and Winding Up. Upon
our liquidation, dissolution or winding up, the holders of our
common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the
payment of all of our debts and other liabilities, subject to
the prior rights of any preferred stock then outstanding.
Preemptive Rights. Holders of our common stock
have no preemptive or conversion rights or other subscription
rights and there are no redemption or sinking fund provisions
applicable to our common stock.
Assessment. All outstanding shares of our
common stock are fully paid and nonassessable.
Preferred
Stock
As of the date of this prospectus, 10,000,000 shares of
undesignated preferred stock are authorized, none of which is
outstanding. The board of directors has the authority, without
further action by the stockholders, to issue from time to time
the undesignated preferred stock in one or more series and to
fix the number of shares, designations, preferences, powers, and
relative, participating, optional, or other special rights and
the qualifications or restrictions thereof. The preferences,
powers, rights, and restrictions of different series of
preferred stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion
rights, redemption provisions, sinking fund provisions, purchase
funds, and other matters. The issuance of preferred stock could
decrease the amount of earnings and assets available for
distribution to holders of our common stock or adversely affect
the rights and powers, including voting rights, of the holders
of our common stock and may have the effect of delaying,
deferring or preventing a change in control of our company.
Registration
Rights
On February 13, 2007, we entered into a registration rights
agreement (and an amendment thereto that was made on
March 12, 2007) with our largest stockholders, HMC
Atlas Air, L.L.C. and Harbinger Capital Partners Special
Situation Fund, L.P. (together, the Harbinger
Entities) as required by our Final Modified Second Amended
Joint Plan of Reorganization. As of March 4, 2009, and
based on information filed with the SEC, the
S-4
Harbinger Entities beneficially owned 8,406,290 shares (or
approximately 39.9%) of our outstanding common stock,
substantially all of which are covered by the registration
rights agreement.
On April 16, 2007, we filed a shelf registration statement
registering the resale of approximately 7.9 million shares
of our common stock that are covered by the registration rights
agreement and naming the Harbinger Entities as the selling
security holders. In addition, HMC Atlas Air, L.L.C. has the
right to request that we file with the SEC up to two additional
registration statements, registering the resale of registrable
shares by the Harbinger Entities, subject to certain
limitations, including certain black-out rights. We
also granted the Harbinger Entities piggyback registration
rights with respect to registration statements filed by us for
public offerings. The Harbinger Entities have agreed to enter
into customary
lock-up
agreements that may be requested by an underwriter in connection
with any offerings of common stock by us.
We have agreed to pay for certain registration expenses incurred
in connection with any registration statement filed in
accordance with the terms of the registration rights agreement
and to reimburse the Harbinger Entities for certain legal
expenses. The Harbinger Entities may transfer their rights under
the registration rights agreement to certain U.S. persons
that acquire at least 5% of our issued and outstanding common
stock, provided that HMC Atlas Air, L.L.C. will retain the right
(i) to request that we file a registration statement with
the SEC and (ii) to amend, terminate or waive any term set
forth in the registration rights agreement.
Certain
Anti-Takeover Provisions of our Certificate of Incorporation and
Bylaws and Delaware Law
Some provisions of Delaware law and our certificate of
incorporation and bylaws contain provisions that could make the
following transactions more difficult: (i) acquisition of
us by means of a tender offer; (ii) acquisition of us by
means of a proxy contest or otherwise; or (iii) removal of
our incumbent officers and directors. These provisions,
summarized below, are intended to encourage persons seeking to
acquire control of us to first negotiate with our board of
directors. These provisions also serve to discourage hostile
takeover practices and inadequate takeover bids.
Issuance of Preferred Stock. As noted above,
our board of directors, without stockholder approval, has the
authority under our certificate of incorporation to issue
preferred stock with rights superior to the rights of the
holders of common stock. As a result, preferred stock could be
issued quickly and easily, could adversely affect the rights of
holders of common stock and could be issued with terms
calculated to delay or prevent a change in control or make
removal of management more difficult.
Stockholder Meetings. A majority of our board
of directors, the chairman of the board or the chief executive
officer may call special meetings of stockholders.
Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our bylaws contain
advance notice procedures with respect to stockholder proposals
and the nomination of candidates for election as directors,
other than nominations made by or at the direction of our board
of directors or a committee thereof.
Delaware Anti-Takeover Statute. We are subject
to Section 203 of the Delaware General Corporation Law,
which, subject to certain exceptions, prohibits persons deemed
interested stockholders from engaging in a
business combination with a Delaware corporation for
three years following the date these persons become interested
stockholders, unless the business combination is approved in a
prescribed manner. Generally, an interested
stockholder is an entity or person who, together with
affiliates and associates, owns, or within three years prior to
the determination of interested stockholder status did own, 15%
or more of a corporations voting stock. Generally, a
business combination includes a merger, asset or
stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. The existence of this
provision may have an anti-takeover effect with respect to
transactions not approved in advance by the board of directors.
The provisions of Delaware law and our certificate of
incorporation and bylaws could have the effect of discouraging
others from attempting hostile takeovers and, as a consequence,
they may also inhibit temporary fluctuations in the market price
of our common stock that often result from actual or rumored
hostile takeover attempts. Such provisions may also have the
effect of preventing changes in our management. It is possible
that these provisions could make accomplishing transactions that
stockholders may otherwise deem to be in their best interests
more difficult.
S-5
Other Measures that May Have an Anti-Taker Over
Effect. In addition to the provisions discussed
above, the Board of Directors plans to consider other measures
that could have the effect of discouraging acquisitions of
substantial blocks of Company common stock or otherwise
discouraging acquisition transactions, including the adoption of
a shareholder rights plan.
Limitations
on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation limits the liability of our
directors to the fullest extent permitted by the Delaware
General Corporation Law and our bylaws provide that we will
indemnify our directors and officers to the fullest extent
permitted by that law.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is BNY
Mellon Shareowner Services.
NASDAQ
Global Select Market
Our common stock is listed on The NASDAQ Global Select Market
under the symbol AAWW.
Foreign
Ownership Restrictions
Under federal law and DOT requirements, we must be owned and
actually controlled by citizens of the United States
as that term is defined in 49 U.S.C.§ 40102
(a)(15). In this regard, our President and at least two-thirds
of our Board and officers must be U.S. citizens, at least
75% of our outstanding voting common stock must be owned and
controlled, directly or indirectly, by persons who are
citizens of the United States, and not more than 25%
of our outstanding voting common stock may be owned and
controlled, directly or indirectly, by persons who are not
citizens of the United States. We believe that on
the date of this prospectus supplement we are in compliance with
these requirements.
Under our charter documents, consistent with U.S. law,
there is a separate stock record, designated the Foreign
Stock Record, for the registration of Voting Stock that is
Beneficially Owned by persons who are not citizens
of the United States. Voting Stock means all
outstanding shares of our capital stock that we may issue from
time to time which, by their terms, may vote. Beneficially
Owned refers to owners of our securities who, directly or
indirectly, have or share voting power
and/or
investment power.
At no time will ownership of our shares of common stock
representing more than the Maximum Percentage be
registered in the Foreign Stock Record. Maximum
Percentage, which currently is 25%, refers to the maximum
percentage of voting power of Voting Stock which may be voted
by, or at the direction of,
non-U.S. citizens
without violating applicable statutory, regulatory or
interpretative restrictions or adversely affecting Atlass
or Polars operating certificates or authorities. If we
find that the combined voting power of Voting Stock then
registered in the Foreign Stock Record exceeds the Maximum
Percentage, the registration of such shares will be removed from
the Foreign Stock Record, in reverse chronological order based
on the date of registration, and the voting rights of such
Voting Stock removed from the Foreign Stock Record will be
automatically suspended, sufficient to reduce the combined
voting power of the shares so registered to an amount not in
excess of the Maximum Percentage. It is the duty of each
stockholder who is not a citizen of the United States to
register his, her or its equity securities on our Foreign Stock
Record.
S-6
SELLING
STOCKHOLDER
The information below with respect to beneficial ownership has
been furnished by the selling stockholder and we have not sought
to verify such information. Except as otherwise disclosed in
this prospectus supplement and the accompanying prospectus,
neither the selling stockholder nor any of its affiliates,
officers, directors or principal equity holders has held any
position or office or has had any material relationship with us
or any of our predecessors or affiliates within the past three
years.
The following table sets forth the name of the selling
stockholder, the number of shares of common stock beneficially
owned by the selling stockholder as of March 4, 2009, the
number of shares of common stock that such selling stockholder
may offer and sell pursuant to this prospectus supplement, and
the number of shares of common stock and the percentage of the
class of common stock to be beneficially owned by the selling
stockholder after completion of this offering. Beneficial
ownership is determined in accordance with the rules of the SEC
and includes voting and investment power with respect to shares.
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Shares Beneficially Owned
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Number of Shares to be Sold
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Before the Offering
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in the Offering
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Shares Beneficially Owned After the Offering
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|
|
|
|
|
|
Assuming No
|
|
Assuming No
|
|
Assuming
|
|
Assuming
|
|
|
|
|
|
|
|
|
|
|
Exercise of
|
|
Exercise of
|
|
Exercise of
|
|
Exercise of
|
Name &
|
|
|
|
|
|
Assuming No
|
|
Assuming
|
|
Overallotment
|
|
Overallotment
|
|
Overallotment
|
|
Overallotment
|
Address
|
|
|
|
|
|
Exercise of
|
|
Exercise of
|
|
Option
|
|
Option
|
|
Option
|
|
Option
|
Selling
|
|
Number of
|
|
Percentage of
|
|
Overallotment
|
|
Overallotment
|
|
Number of
|
|
Percentage of
|
|
Number of
|
|
Percentage of
|
Stockholder
|
|
Shares
|
|
Outstanding(1)
|
|
Option
|
|
Option
|
|
Shares
|
|
Outstanding(1)
|
|
Shares
|
|
Outstanding(1)
|
|
HMC Atlas Air, L.L.C.(2)
|
|
|
7,311,376
|
|
|
|
34.7
|
%
|
|
|
4,000,000
|
|
|
|
4,600,000
|
|
|
|
3,311,376
|
|
|
|
15.7
|
%
|
|
|
2,711,376
|
|
|
|
12.9
|
%
|
|
|
|
(1) |
|
Calculated based on 21,079,643 shares of our common stock
outstanding as of March 31, 2009. |
|
(2) |
|
The securities owned by HMC Atlas Air, L.L.C., which we refer to
as HMC Atlas Air, may also be deemed to be beneficially owned by
Harbinger Capital Partners Offshore Manager, L.L.C., which we
refer to as Harbinger Management, the Class A Shareholder
of HMC Atlas Air, Harbinger Holdings, LLC, which we refer to as
Harbinger Holdings, the managing member of Harbinger Management,
and Philip Falcone, the managing member of Harbinger Holdings
and the portfolio manager of HMC Atlas Air. The address for HMC
Atlas Air is 555 Madison Avenue, 16th Floor, New York, New York
10022. |
S-7
UNDERWRITING
Subject to the terms and conditions of an underwriting
agreement, dated as of the date of this prospectus supplement,
the underwriters named below have severally agreed with us and
with the selling stockholder to purchase from the selling
stockholder the number of shares of common stock set forth
opposite their names below:
|
|
|
|
|
Underwriter
|
|
Number of Shares
|
|
|
Goldman, Sachs & Co.
|
|
|
2,400,000
|
|
Morgan Stanley & Co. Incorporated
|
|
|
1,600,000
|
|
Total
|
|
|
4,000,000
|
|
The underwriters are committed to take and pay for all of the
shares being offered, if any are taken, other than the shares
covered by the option described below unless and until this
option is exercised.
If the underwriters sell more shares than offered hereby, the
underwriters have an option to buy up to an additional
600,000 shares from the selling stockholder. The
underwriters may exercise that option for 30 days.
The following table shows the per share and total underwriting
discounts and commissions to be paid to the underwriters by the
selling stockholder. Such amounts are shown assuming both no
exercise and full exercise of the underwriters option to
purchase 600,000 additional shares.
|
|
|
|
|
|
|
|
|
|
|
Paid by the Selling Stockholder
|
|
|
|
No Exercise
|
|
|
Full Exercise
|
|
|
Per Share
|
|
$
|
1.02
|
|
|
$
|
1.02
|
|
Total
|
|
$
|
4,080,000
|
|
|
$
|
4,692,000
|
|
Shares sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the
cover of this prospectus supplement. Any shares sold by the
underwriters to securities dealers may be sold at a discount of
up to $0.612 per share from the initial public offering price.
If all the shares are not sold at the initial public offering
price, the underwriters may change the offering price and the
other selling terms. The offering of the shares by any
underwriter is subject to receipt and acceptance and subject to
such underwriters right to reject any order in whole or in
part.
We presently expect to incur expenses of approximately $250,000
in connection with this offering.
We have agreed with the underwriters that, subject to certain
limited exceptions, without the prior written consent of the
underwriters, we will not directly or indirectly, during the
period commencing on the date hereof and ending 60 days
after the date hereof, sell, offer to sell, grant any option for
the sale of, enter into any agreement to sell, or otherwise
dispose of any shares of our common stock.
The selling stockholder has agreed with the underwriters that,
subject to certain limited exceptions, without the prior written
consent of the underwriters, the selling stockholder will not
directly or indirectly, during the period commencing on the date
hereof and ending 60 days after the date hereof, sell,
offer to sell, grant any option for the sale of, enter into any
agreement to sell, or otherwise dispose of any shares of our
common stock.
The underwriters, in their sole discretion, may release the
common stock and other securities subject to the
lock-up
agreements described above in whole or in part at any time with
or without notice. When determining whether or not to release
the common stock and other securities from
lock-up
agreements, the underwriters will consider, among other factors,
the holders reasons for requesting the release, the number
of shares or other securities for which the release is being
requested and market conditions at the time.
In connection with the offering, the underwriters may purchase
and sell shares of common stock in the open market. These
transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater number
of shares than they are required to purchase in the offering.
Covered short sales are sales made in an amount not
greater than the underwriters option to purchase
additional shares from the selling stockholder in the offering.
The underwriters may close out any covered short position by
either exercising their option to purchase additional shares or
purchasing shares in the open market. In determining the source
of shares to close out the covered short position, the
underwriters will
S-8
consider, among other things, the price of shares available for
purchase in the open market as compared to the price at which
they may purchase additional shares pursuant to the option
granted to them. Naked short sales are any sales in
excess of such option. The underwriters must close out any naked
short position by purchasing shares in the open market. A naked
short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price
of the common stock in the open market after pricing that could
adversely affect investors who purchase in the offering.
Stabilizing transactions consist of various bids for or
purchases of common stock made by the underwriters in the open
market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the
underwriters have repurchased shares sold by or for the account
of such underwriter in stabilizing or short covering
transactions.
Purchases to cover a short position and stabilizing
transactions, as well as other purchases by the underwriters for
their own account, may have the effect of preventing or
retarding a decline in the market price of the common stock, and
together with the imposition of the penalty bid, may stabilize,
maintain or otherwise affect the market price of the common
stock. As a result, the price of the common stock may be higher
than the price that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued at any
time. These transactions may be effected on The NASDAQ Global
Select Market, in the over-the-counter market or otherwise.
Neither we nor the selling stockholder and the underwriters make
any representation or prediction as to the direction or
magnitude of any effect that the transactions described above
may have on the price of the common stock. In addition, neither
we nor the selling stockholder and the underwriters make any
representation that the underwriters will engage in these
stabilizing transactions or that any transaction, once
commenced, will not be discontinued without notice.
This prospectus supplement and the accompanying prospectus do
not constitute an offer to sell or a solicitation of an offer to
buy any security other than our shares offered hereby, and do
not constitute an offer to sell or a solicitation of an offer to
buy any shares to any person in any jurisdiction in which it is
unlawful to make any such offer or solicitation to such person.
Neither the delivery of this prospectus supplement and the
accompanying prospectus nor any sale made hereby shall, under
any circumstances, imply that there has been no change in our
affairs or those of our subsidiaries or that the information
contained herein is correct as of any date subsequent to the
earlier of the date hereof and any earlier specified date with
respect to such information. Any delivery of this prospectus
supplement at any subsequent date does not imply that the
information herein is correct at such subsequent date.
Shares of our common stock are listed on The NASDAQ Global
Select Market under the ticker symbol AAWW.
A prospectus in electronic format may be made available on
websites or through other online services maintained by the
underwriters of this offering, or by their affiliates. Other
than the prospectus in electronic format, the information on the
underwriters websites and any information contained in any
other website maintained by the underwriters or their affiliates
is not part of this prospectus supplement and accompanying
prospectus or the registration statement of which this
prospectus forms a part, has not been approved
and/or
endorsed by us or the underwriters in their capacity as
underwriters and should not be relied upon by investors.
We and the selling stockholder have agreed to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or if
indemnification is not allowed, to contribute to payments the
underwriters may be required to make because of those
liabilities.
From time to time, the underwriters and certain of their
affiliates have engaged, and may in the future engage, in
transactions with, and perform investment banking
and/or
commercial banking services for, us and our affiliates in the
ordinary course of business.
S-9
LEGAL
MATTERS
The legality of our common stock offered hereby will be passed
upon for us by Ropes & Gray LLP, Boston,
Massachusetts, and for the underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York. Paul, Weiss,
Rifkind, Wharton & Garrison LLP will pass upon certain
legal matters for the selling stockholder.
EXPERTS
The financial statements as of and for the years ended
December 31, 2008 and 2007 and managements assessment
of the effectiveness of internal control over financial
reporting (which is included in Managements Report on
Internal Control over Financial Reporting) as of
December 31, 2008, incorporated in this prospectus
supplement by reference to Atlas Air Worldwide Holdings,
Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2008, have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
Ernst & Young LLP, independent registered public
accounting firm, has audited our consolidated financial
statements and schedule for the year ended December 31,
2006 included in our Annual Report on
Form 10-K
for the year ended December 31, 2008, as set forth in their
report, which is incorporated by reference in this prospectus
supplement. Our financial statements and schedule are
incorporated by reference in reliance on Ernst & Young
LLPs report, given on their authority as experts in
accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
In this prospectus supplement, we incorporate by
reference the information we file with the SEC, which
means that we can disclose important business, financial and
other information to you in this prospectus supplement by
referring you to the documents containing this information. The
information incorporated by reference is considered to be part
of this prospectus supplement, and information that we file with
the SEC after the date of this prospectus supplement will
automatically update and supersede this information. However,
any information contained herein shall modify or supersede
information contained in documents we filed with the SEC before
the date of this prospectus supplement.
We incorporate by reference in this prospectus supplement the
documents listed below and any other documents we file with the
SEC in the future (other than, in all cases, the portions of
those documents deemed to be furnished to, and not
filed with, the SEC) under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act until the offering of all
the securities that may be offered by this prospectus supplement
is completed:
|
|
|
|
|
our Annual Report on
Form 10-K
for the year ended December 31, 2008 filed with the SEC on
February 26, 2009 (including the portions of our definitive
Proxy Statement on Schedule 14A incorporated therein by
reference);
|
|
|
|
our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2009 filed with the SEC on
May 5, 2009;
|
|
|
|
our Current Report on
Form 8-K,
filed with the SEC on February 6, 2009 (only with respect
to Item 2.06 thereto); and
|
|
|
|
the description of our common stock which is contained in our
registration statement on
Form 8-A
filed with the SEC on June 19, 2001 pursuant to
Section 12 of the Exchange Act, including any subsequent
amendments or reports filed for the purpose of updating that
description.
|
THE
INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A
PART OF, AND IS NOT INCORPORATED BY REFERENCE INTO, THIS
PROSPECTUS SUPPLEMENT.
S-10
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are
available over the Internet at the SECs web site at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
its public reference facility:
Public Reference Room
100 F Street, N.E.
Room 1580
Washington, DC 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Room of the SEC at the above
address. Please call
1-800-SEC-0330
for further information on the operations of the Public
Reference Room and copying charges.
We will furnish without charge to each person to whom a copy of
this prospectus supplement is delivered, upon written or oral
request, a copy of the information that has been incorporated
into this prospectus supplement by reference but not delivered
with the prospectus supplement (except exhibits, unless they are
specifically incorporated into this prospectus supplement by
reference). You should direct any requests for copies to:
Atlas Air Worldwide Holdings, Inc.
2000 Westchester Avenue
Purchase, New York 10577
Ph:
(914) 701-8000
Attention: Adam R. Kokas, Senior Vice President, General
Counsel & Secretary
S-11
PROSPECTUS
7,939,690 Shares
Common Stock
This prospectus relates to the offer and sale of up to
7,939,690 shares of the common stock of Atlas Air Worldwide
Holdings, Inc. from time to time by the selling stockholders as
described on page 3 of this prospectus. We will not receive
any of the proceeds from the sale of shares being sold by the
selling stockholders. The selling stockholders may offer the
shares through public or private transactions at prevailing
market prices or at privately negotiated prices, see the
Plan of Distribution beginning on page 4 of
this prospectus for more details. The selling shareholders may
be deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended, or the Securities
Act. See Plan of Distribution on page 4
of this prospectus for more details. We have agreed to pay
certain expenses in connection with the registration of the
shares and to indemnify the selling shareholders against certain
liabilities.
The shares are quoted on The NASDAQ Global Select Market under
the ticker symbol AAWW. On April 12, 2007, the
last sale price of the shares as reported by The NASDAQ Global
Select Market was $56.77.
Investing in our common stock involves risks that are
described in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, filed with the
Securities and Exchange Commission, or the SEC, on
March 15, 2007,
and/or any
risk factors set forth in our other filings with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the
Exchange Act.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is April 30, 2007.
TABLE OF
CONTENTS
You should rely only on the information contained in or
incorporated into this prospectus. We and the selling
stockholders have not authorized anyone to provide you with
different information. This prospectus may only be used where it
is legal to sell these securities. You should not assume that
the information contained in this prospectus or incorporated by
reference into this prospectus is accurate as of any date other
than the date on the front of this prospectus. Our business,
financial condition, results of operations and prospects may
have changed since that date.
SUMMARY
This summary highlights information contained elsewhere in
this prospectus and the information incorporated herein by
reference. Because this is only a summary, it does not contain
all of the information that may be important to you. You should
read the entire prospectus carefully and the information
incorporated herein by reference, before deciding to invest in
our common stock. In this prospectus, references to the
company, AAWW, we,
us and our are to Atlas Air Worldwide
Holdings, Inc., a Delaware corporation, and its operating
subsidiaries, unless the context requires otherwise.
Our
Company
We are the leading provider of outsourced aircraft operations
and related services, serving the global air freight industry by
operating aircraft on behalf of the worlds major
international airlines, freight forwarders and the
U.S. Military, as well as for our own account. Our
geographic operating regions include Asia, Europe, the Middle
East, South America and the United States. We are the
worlds largest operator of Boeing 747 freighter
aircraft with an operating fleet totaling 37 aircraft at
March 31, 2007 consisting of 17 Boeing 747
Classic freighters and
20 Boeing 747-400
aircraft. We will be adding to our operating fleet, having
placed a firm order for 12 new
Boeing 747-8
freighter aircraft in September 2006. All 12 aircraft are
expected to be delivered in 2010 and 2011.
We create exceptional value by providing our customers a
combination of highly reliable and proven aircraft, a large
fleet and scale and scope of our network and operations. We
provide flexibility to meet customer aircraft requirements,
high-quality operations, and a track record for handling
valuable cargo in a safe and timely manner.
Our principal business is aircraft operations outsourcing, with
a focus in wide-body freighter operations. We operate aircraft
on behalf of airlines, freight forwarders and the
U.S. Military, as well as for our own account. Our primary
services are:
|
|
|
|
|
Aircraft operations outsourcing, where we provide major airline
customers around the world with aircraft, crew, maintenance,
insurance and related operations through long-term contracts or
ACMI;
|
|
|
|
Scheduled service air-cargo, where we provide freight forwarders
and other shippers with scheduled
airport-to-airport
cargo services;
|
|
|
|
AMC charter, where we provide military air cargo services for
the Air Mobility Command;
|
|
|
|
Commercial charters, where we provide all-inclusive cargo
aircraft charters to brokers, freight forwarders, direct
shippers and airlines; and
|
|
|
|
Dry leasing aircraft to aircraft operators with or without any
other support services.
|
For additional information regarding our business, please see
our Annual Report on
Form 10-K
for the year ended December 31, 2006 and our other filings
with the SEC which are incorporated by reference into this
prospectus. See, Where You Can Find More Information
on page 7 of this prospectus.
1
Risks
Related to Our Business
You should carefully consider the risks that are described in
our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, filed with the
SEC on March 15, 2007,
and/or any
risk factors set forth in our other filings with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act.
Company
Information
We were incorporated in Delaware in 2000. Our principal
executive offices are located at 2000 Westchester Avenue,
Purchase, New York 10577, and our telephone number is
(914) 701-8000.
Our website is www.atlasair.com. The information on our
website is not a part of this prospectus.
Our airline subsidiaries, Atlas and Polar, hold various
trademark registrations and have applications for additional
registrations pending in several foreign jurisdictions. This
prospectus and the documents incorporated herein by reference
also include trademarks, trade names and service marks of other
companies. Use or display by us of other parties
trademarks, trade names or service marks is not intended to and
does not imply a relationship with, or endorsement or
sponsorship of us by, these other parties.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in, or in documents
incorporated into, this prospectus that are subject to risks and
uncertainties. These forward-looking statements include
information about possible or assumed future results of our
business, financial condition, liquidity, results of operations,
plans and objectives. In some cases, you may identify
forward-looking statements by words such as may,
should, plan, intend,
potential, continue,
believe, expect, predict,
anticipate, estimate, the negative of
these words or other comparable words. These statements are only
predictions. You should not place undue reliance on these
forward-looking statements. Statements regarding the following
subjects are forward-looking by their nature:
|
|
|
|
|
our business strategy;
|
|
|
|
our future operating results;
|
|
|
|
our ability to obtain external financing;
|
|
|
|
our understanding of our competition;
|
|
|
|
industry and market trends;
|
|
|
|
future capital expenditures;
|
|
|
|
the impact of technology on our products, operations and
business; and
|
|
|
|
the details of our transaction with DHL which have not yet been
settled.
|
The forward-looking statements are based on our beliefs,
assumptions and expectations of our future performance, taking
into account information available to us as of March 31,
2007. These beliefs, assumptions and expectations can change as
a result of many possible events or factors, not all of which
are known to us. Neither we nor any other person assumes
responsibility for the accuracy or completeness of these
statements. We will update this prospectus only to the extent
required under applicable securities laws. If a change occurs,
our business, financial condition, liquidity and results of
operations may vary materially from those expressed in our
forward-looking statements.
The forward-looking statements in this prospectus or
incorporated into this prospectus by reference are not
representations or guarantees of future performance and involve
certain risks, uncertainties and assumptions. Such risks,
uncertainties and assumptions include, but are not limited to,
any risk factors set forth in our other filings with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act. Many of such factors are beyond our control and
are difficult to predict. As a result, our future actions,
financial position, results of operations and the
2
market price for shares of our common stock could differ
materially from those expressed in any forward-looking
statements made by us. Readers are therefore cautioned not to
place undue reliance on forward-looking statements.
We also do not intend to publicly update any forward-looking
statements that may be made from time to time by us or on our
behalf, whether as a result of new information, future events or
otherwise.
USE OF
PROCEEDS
All net proceeds from the sale of the shares of common stock
will go to the selling stockholders.
We will not receive any proceeds from the sale of shares by the
selling stockholders. We are registering the shares for resale
to provide the selling stockholders with freely tradable
securities, but the registration of such shares does not
necessarily mean that any of such shares will be offered or sold
by the selling stockholders.
SELLING
STOCKHOLDERS
The following table sets forth information regarding the selling
stockholders beneficial ownership of our common stock as
of March 12, 2007, the most recent date on which the
selling stockholders filed an amendment to their
Schedule 13D with the SEC. Neither the selling stockholders
nor any of their affiliates has held a position or office, or
had any other material relationship, with us in the last three
years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
Percentage of
|
|
|
|
Owned
|
|
|
Beneficially
|
|
|
Shares to be
|
|
|
Beneficially
|
|
|
Outstanding
|
|
Name & Address Selling
|
|
Before
|
|
|
Owned Before
|
|
|
Sold in the
|
|
|
Owned After
|
|
|
Shares Owned
|
|
Stockholders
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
Offering
|
|
|
After Offering
|
|
|
HMC Atlas Air, L.L.C.(1)
|
|
|
7,294,776
|
|
|
|
34.4
|
%
|
|
|
7,294,776
|
|
|
|
0
|
|
|
|
0
|
|
Harbinger Capital Partners Special Situations Fund, L.P.(2)
|
|
|
644,914
|
|
|
|
3.0
|
%
|
|
|
644,914
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
|
The securities owned by HMC Atlas Air, L.L.C., which we refer to
as HMC Atlas Air, may also be deemed to be beneficially owned by
Harbinger Capital Partners Offshore Manager, L.L.C. , the
class A shareholder of HMC Atlas Air, HMC Investors,
L.L.C., its managing member, which we refer to as HMC Investors,
Harbert Management Corporation, which we refer to as HMC, the
managing member of HMC Investors, L.L.C., Philip Falcone, a
shareholder of HMC and the portfolio manager of HMC Atlas Air,
Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a
shareholder of HMC. Each such person disclaims beneficial
ownership of the reported securities except to the extent of his
or its pecuniary interest therein, and this report shall not be
deemed an admission that such person is the beneficial owner of
the securities for purposes of Section 13 or 16 of the
Securities Exchange Act of 1934, as amended, or for any other
purpose. The persons above may also be deemed to be affiliated
with HMC Investments, Inc., a registered broker-dealer. |
|
(2) |
|
The securities owned by Harbinger Capital Partners Special
Situations Fund, L.P., which we refer to as Special Situations
Fund, may also be deemed to be beneficially owned by Harbinger
Capital Partners Special Situations GP, LLC, which we refer to
as HCPSS, HMC-New-York, Inc., which we refer to as HMCNY, HMC,
Philip Falcone, Raymond J. Harbert, and Michael D. Luce. HCPSS
is the general partner of the Special Situations Fund, L.P.
HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY.
Phillip Falcone is the portfolio manager of Special Situations
Fund and is a shareholder of HMC. Raymond J. Harbert, and
Michael D. Luce are shareholders of HMC. Each such person
disclaims beneficial ownership of the reported securities except
to the extent of his or its pecuniary interest therein, and this
report shall not be deemed an admission that such person is the
beneficial owner of the securities for purposes of
Section 13 or 16 of the Securities Exchange Act of 1934, as
amended, or for any other purpose. The persons above may also be
deemed to be affiliated with HMC Investments, Inc., a registered
broker-dealer. |
On February 13, 2007, we entered into a registration rights
agreement with our largest stockholder, HMC Atlas Air and its
affiliate Harbinger Capital Partners Special Situations Fund,
L.P. (together, the Harbinger Entities) as required
by our Plan of Reorganization. As of March 12, 2007, the
Harbinger Entities beneficially
3
owned 7,939,690 shares (or approximately 37.4%) of our
common stock, all of which are covered by the registration
rights agreement.
Under the registration rights agreement, which was amended on
March 12, 2007, we have agreed to file with the SEC, on the
earlier of the date on which we become
S-3 eligible
or April 18, 2007, a shelf registration statement,
registering the resale of shares of our common stock that are
covered by the agreement and naming the Harbinger Entities as
the selling security holders. In addition, at any time after we
become eligible to file a registration statement on
Form S-3,
HMC Atlas Air will have the right to request that we file with
the SEC up to two additional registration statements,
registering the resale of registrable shares by the Harbinger
Entities, subject to certain limitations, including certain
black-out rights. We also granted the Harbinger
Entities piggyback registration rights with respect to
registration statements filed by us for public offerings. The
Harbinger Entities have agreed to enter into customary
lock-up
agreements that may be requested by an underwriter in connection
with any offerings of common stock by us.
We have agreed to pay for certain registration expenses incurred
in connection with any registration statement filed in
accordance with the terms of the registration rights agreement
and to reimburse the Harbinger Entities for certain legal
expenses. The Harbinger Entities may transfer their rights under
the agreement to certain persons that acquire at least 5% of our
issued and outstanding common stock, provided that HMC Atlas Air
will retain the right (i) to request that we file a
registration statement with the SEC and (ii) to amend,
terminate or waive any term set forth in the agreement.
PLAN OF
DISTRIBUTION
The common stock offered by this prospectus may be sold or
distributed from time to time by the selling stockholders
directly to one or more purchasers or through brokers, dealers,
or underwriters who may receive compensation in the form of
discounts, concessions or commissions from the selling
stockholders or the purchaser of the common stock, which
discounts, concessions or commissions as to particular
underwriters, brokers or agents may be in excess of those
customary in the type of transactions involved.
The selling stockholders and any such broker-dealers or agents
who participate in the distribution of the common stock may be
deemed to be underwriters. As a result, any profits
on the sale of the common stock by selling stockholders and any
discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. If the
selling stockholders were deemed to be underwriters, the selling
stockholders may be subject to certain statutory liabilities as
underwriters under the Securities Act.
If the common stock is sold through underwriters or
broker-dealers, the selling stockholders will be responsible for
underwriting discounts or commissions or agents
commissions.
The sale of the common stock offered by this prospectus may be
effected in one or more transactions at:
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fixed prices;
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prevailing market prices at the time of sale;
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prices related to prevailing market prices;
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varying prices determined at the time of sale; or
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negotiated prices.
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The sale of the common stock offered by this prospectus may be
effected in one or more of the following methods:
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on any national securities exchange or quotation service on
which the common stock may be listed or quoted at the time of
the sale, including The NASDAQ Global Select Market;
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transactions involving cross or block trades;
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in the over-the counter market;
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through the distribution by any selling stockholder to its
partners, members or shareholders;
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in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
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in privately negotiated transactions; or
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any combination of the foregoing.
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In connection with the sales of the common stock or otherwise,
the selling stockholders may enter into hedging transactions
with broker-dealers. These broker-dealers may in turn engage in
short sales of the common stock in the course of hedging their
positions. The selling stockholders may also sell the common
stock short and deliver the common stock to close out short
positions, or loan or pledge the common stock to broker-dealers
that in turn may sell the common stock.
In order to comply with the securities laws of certain states,
if applicable, the shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or
qualified for sale in the state or an exemption from the
registration or qualification requirement is available and
complied with.
We know of no existing arrangements between any selling
stockholder, any other stockholder, broker, dealer, underwriter,
or agent relating to the sale or distribution of the shares
offered by this prospectus. To our knowledge, there are
currently no plans, arrangements or understandings between any
selling stockholders and any underwriter, broker-dealer or agent
regarding the sale of the common stock by the selling
stockholders. Selling stockholders may not sell any or all of
the common stock offered by them pursuant to this prospectus. In
addition, we cannot assure you that any such selling
stockholders will not transfer, devise or gift the common stock
by other means not described in this prospectus. There can be no
assurance that any selling stockholders will sell any or all of
the common stock pursuant to this prospectus. In addition, any
common stock covered by this prospectus that qualifies for sale
pursuant to Rule 144 of the Securities Act may be sold
under Rule 144 rather than pursuant to this prospectus.
We will pay all of the expenses incident to the registration,
offering, and sale of the shares to the public, other than
commissions or discounts of underwriters, broker-dealers, or
agents. We have also agreed to indemnify the selling stockholder
and related persons against specified liabilities, including
liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and
controlling persons, we have been advised that in the opinion of
the SEC this indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable.
We have advised each of the selling stockholders that while it
is engaged in a distribution of the shares included in this
prospectus it is required to comply with Regulation M
promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the selling stockholder, any
affiliated purchasers, and any broker-dealer or other person who
participates in the distribution from bidding for or purchasing,
or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the
entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that
security. All of the foregoing may affect the marketability of
the shares offered hereby this prospectus.
This offering will terminate on the date that all shares offered
by this prospectus have been sold by the selling stockholders.
LEGAL
MATTERS
The legality of our common stock offered hereby will be passed
upon for us by Ropes & Gray LLP, Boston, Massachusetts.
5
EXPERTS
The consolidated financial statements of Atlas Air Worldwide
Holdings, Inc. appearing in Atlas Air Worldwide Holdings,
Inc.s Annual Report
(Form 10-K)
for the year ended December 31, 2006 (including the
schedule appearing therein), and Atlas Air Worldwide Holdings,
Inc. managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006 included therein, have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included
therein, and incorporated herein by reference. Such consolidated
financial statements and managements assessment are
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the SEC utilizing a shelf registration
process, relating to the common stock described in this
prospectus. This prospectus does not contain all of the
information that is in the registration statement. We omitted
certain parts of the registration statement for this prospectus
as permitted by the SEC. We refer you to the registration
statement and its exhibits for additional information about us
and the securities that may be sold by the selling shareholders
under this prospectus.
No person has been authorized to give any information or to make
any representations other than those contained in this
prospectus in connection with the offering made hereby, and if
given or made, such information or representations must not be
relied upon as having been authorized by us, any selling
shareholder or by any other person. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is
correct as of any time subsequent to the date hereof. This
prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the
securities covered by this prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation may not lawfully be made.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
In this prospectus, we incorporate by reference the
information we file with the SEC, which means that we can
disclose important business, financial and other information to
you in this prospectus by referring you to the documents
containing this information. The information incorporated by
reference is considered to be part of this prospectus, and
information that we file with the SEC after the date of this
prospectus will automatically update and supersede this
information. However, any information contained herein shall
modify or supersede information contained in documents we filed
with the SEC before the date of this prospectus.
We incorporate by reference in this prospectus the documents
listed below and any other documents we file with the SEC in the
future (other than, in all cases, the portions of those
documents deemed to be furnished to, and not
filed with, the SEC) under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act until the offering of all
the securities that may be offered by this prospectus is
completed:
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our Annual Report on
Form 10-K
for the year ended December 31, 2006 filed with the SEC on
March 15, 2007;
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our Current Reports on
Form 8-K,
filed with the SEC on January 16, 2007, February 16,
2007, February 27, 2007, March 7, 2007, March 19,
2007, March 22, 2007 and April 3, 2007; and
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the description of our common stock which is contained in our
registration statement on
Form 8-A
filed with the SEC on June 19, 2001 pursuant to
Section 12 of the Exchange Act, including any subsequent
amendments or reports filed for the purpose of updating that
description.
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WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filings are
available over the Internet at the SECs web site at
http://www.sec.gov. You may also read and copy any document we
file with the SEC at its public reference facility:
Public
Reference Room
100 F Street, N.E.
Room 1580
Washington, DC 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Section of the SEC,
100 F Street, N.E., Room 1580, Washington, DC
20549. Please call
1-800-SEC-0330
for further information on the operations of the public
reference facility and copying charges.
We will furnish without charge to each person to whom a copy of
this prospectus is delivered, upon written or oral request, a
copy of the information that has been incorporated into this
prospectus by reference but not delivered with the prospectus
(except exhibits, unless they are specifically incorporated into
this prospectus by reference). You should direct any requests
for copies to:
Atlas Air
Worldwide Holdings, Inc.
2000 Westchester Avenue
Purchase, New York 10577
Ph:
(914) 701-8000
Attention: Adam R. Kokas, Senior Vice President, General
Counsel & Secretary
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TABLE OF
CONTENTS
Prospectus
Supplement
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S-1
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S-2
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S-3
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S-3
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S-4
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S-7
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S-8
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S-10
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S-10
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S-10
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S-11
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Prospectus