-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UpVOsCDMhOsMRsmKh0RyGfgIxgtYfRGdAuUoBlZRqP/a4EEeET0M7wifW+Wbci3V cd0C58fF8rxk1umd4gQuGg== 0000919574-05-002352.txt : 20050725 0000919574-05-002352.hdr.sgml : 20050725 20050722183947 ACCESSION NUMBER: 0000919574-05-002352 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050725 DATE AS OF CHANGE: 20050722 GROUP MEMBERS: HMC DISTRESSED INVESTMENT OFFSHORE MANAGER, L.L.C. GROUP MEMBERS: HMC INVESTORS, L.L.C. GROUP MEMBERS: MICHAEL D. LUCE GROUP MEMBERS: PHILIP FALCONE GROUP MEMBERS: RAYMOND J. HARBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS AIR WORLDWIDE HOLDINGS INC CENTRAL INDEX KEY: 0001135185 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 134146982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62075 FILM NUMBER: 05969985 BUSINESS ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 BUSINESS PHONE: 9147018000 MAIL ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HMC ATLAS AIR, L.L.C. CENTRAL INDEX KEY: 0001333873 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d588430_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- 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. ) Atlas Air Worldwide Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 049164205 - -------------------------------------------------------------------------------- (CUSIP Number) Joel Piassick One Riverchase Parkway South Birmingham, Alabama 35244 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) 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. - ---------- (1) 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 --------- 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 4,510,762 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,510,762 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,510,762 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 049164205 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Distressed Investment 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 4,510,762 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,510,762 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,510,762 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 049164205 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Investors, 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 4,643,963 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,643,963 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,643,963 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* CO 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 4,643,963 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,643,963 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,643,963 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 049164205 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond J. Harbert 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 4,643,963 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,643,963 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,643,963 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 049164205 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael D. Luce 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 4,643,963 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,643,963 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,643,963 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 049164205 --------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. Atlas Air Worldwide Holdings, Inc. (the "Issuer"), Common Stock (the "Shares") The address of the issuer is 2000 Westchester Avenue, Purchase, New York 10577. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by HMC Atlas Air, L.L.C. ("HMC Atlas Air"), HMC Distressed Investment Offshore Manager, L.L.C., ("HMC Management"), the Class A Shareholder of HMC Atlas Air, HMC Investors, L.L.C., ("HMC Investors") the managing member of HMC Management, Philip Falcone, a member of HMC Management who acts as the portfolio manager of HMC Atlas Air on behalf of HMC Management and is the portfolio manager of a separately managed account (the "Account"), Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors (each of HMC Atlas Air, HMC Management, HMC Investors, Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). Each of HMC Atlas Air, HMC Management and HMC Investors is a Delaware limited liability company. Each of Philip Falcone, Raymond J. Harbert and Michael D. Luce is a United States citizen. The principal business address for HMC Atlas Air and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of HMC Management, HMC Investors, Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244. (d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof HMC Atlas Air may be deemed to beneficially own 4,510,762 Shares. As of the date hereof HMC Management may be deemed to beneficially own 4,510,762 Shares. As of the date hereof HMC Investors may be deemed to beneficially own 4,643,963 Shares. As of the date hereof Philip Falcone may be deemed to beneficially own 4,643,963 Shares. As of the date hereof Raymond J. Harbert may be deemed to beneficially own 4,643,963 Shares. As of the date hereof Michael D. Luce may be deemed to beneficially own 4,643,963 Shares. The Shares were received in distributions from the Issuer in connection with its corporate reorganization. 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. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, HMC Atlas Air may be deemed to be the beneficial owner of 4,510,762 Shares, constituting 23.9% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. 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 4,510,762 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,510,762 Shares. (a, b) As of the date hereof, HMC Management may be deemed to be the beneficial owner of 4,510,762 Shares, constituting 23.9% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. HMC 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 4,510,762 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,510,762 Shares. HMC Management specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,643,963 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,643,963 Shares. HMC Investors specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. 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 4,643,963 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,643,963 Shares. Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,643,963 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,643,963 Shares. Mr. Harbert specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of 4,643,963 Shares, constituting 24.6% of the Shares of the Issuer, based upon 18,893,110 Shares outstanding as of July 12, 2005. Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,643,963 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,643,963 Shares. Mr. Luce specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit B. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. 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: HMC Distressed Investment Offshore Manager, L.L.C., Class A Shareholder By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------ HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------ HMC Investors, L.L.C. By: /s/ Joel B. Piassick - ------------------------ /s/ Philip Falcone - --------------------- Philip Falcone /s/ Raymond J. Harbert - --------------------- Raymond J. Harbert /s/ Michael D. Luce - --------------------- Michael D. Luce July 22, 2005 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 dated July 22, 2005 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: HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------- HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------- HMC Investors, L.L.C. By: /s/ Joel B. Piassick - ------------------------- /s/ Philip Falcone - --------------------- Philip Falcone /s/ Raymond J. Harbert - --------------------- Raymond J. Harbert /s/ Michael D. Luce - --------------------- Michael D. Luce July 22, 2005 Exhibit B Transactions in the Common Stock -------------------------------- Transactions in the When-Issued Market by HMC Atlas Air Date of Number of Shares Transaction Purchase/(Sold) Price of Shares ----------- --------------- --------------- 5/20/2005 77,600 30.00 5/20/2005 4,850 30.00 5/23/2005 31,800 33.17 5/23/2005 48,250 33.50 5/23/2005 24,300 33.03 5/23/2005 163,400 32.40 5/26/2005 33,950 32.50 5/26/2005 24,250 32.65 5/26/2005 970 32.00 5/27/2005 1,940 32.50 5/31/2005 7,750 32.95 5/31/2005 19,400 33.00 6/1/2005 19,400 33.25 6/2/2005 2,000 33.25 6/2/2005 25,000 33.50 6/6/2005 8,890 34.50 6/6/2005 39,770 34.50 6/6/2005 48,500 34.50 6/7/2005 29,100 35.50 6/7/2005 24,740 35.50 6/7/2005 4,850 35.13 6/7/2005 9,700 35.25 6/7/2005 2,910 35.50 6/8/2005 61,000 33.50 6/14/2005 10,000 34.50 6/20/2005 24,275 34.50 6/21/2005 3,880 34.50 7/14/2005 Transactions in the When-Issued Market by Entities Other than HMC Atlas Air over whose Shares HMC Investors, Philip Falcone, Raymond Harbert and Michael Luce may be deemed to have beneficial ownership Date of Number of Shares Transaction Purchase/(Sold) Price of Shares ----------- --------------- --------------- 5/12/2005 10,600 28.49 5/12/2005 43,000 28.91 5/17/2005 80,000 28.85 5/17/2005 25,000 28.85 5/18/2005 10,000 29.00 5/18/2005 1,000 28.00 5/18/2005 15,000 29.00 5/18/2005 20,000 29.00 5/18/2005 20,000 29.00 5/19/2005 6,200 29.50 5/18/2005 22,500 29.00 5/20/2005 2,400 30.00 5/20/2005 150 30.00 5/23/2005 700 33.17 5/23/2005 1,750 33.50 5/23/2005 700 33.03 5/23/2005 5,100 32.40 5/26/2005 1,050 32.50 5/26/2005 750 32.65 5/26/2005 30 32.00 5/27/2005 60 32.50 5/31/2005 250 32.95 5/31/2005 600 33.00 6/1/2005 600 33.25 6/6/2005 1,110 34.50 6/6/2005 1,230 34.50 6/6/2005 1,500 34.50 6/7/2005 900 35.50 6/7/2005 760 35.50 6/7/2005 150 35.13 6/7/2005 300 35.25 6/7/2005 90 35.50 6/8/2005 1,900 33.50 6/20/2005 725 34.50 6/21/2005 120 34.50 On May 20, 2005, an entity affiliated with the Reporting Persons assigned all of its right, title and interest in and to the Issuer's Common Shares to HMC Atlas Air. On July 12, 2005 HMC Atlas Air received a distribution of 4,510,762 Shares from Issuer in connection with its corporate reorganization. On July 12, 2005, the Account received a distribution of 133,201 Shares from the Issuer in connection with its corporate reorganization. 03773.0003 #588430 -----END PRIVACY-ENHANCED MESSAGE-----