8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 27, 2004

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25732	13-4146982
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 Westchester Avenue, Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 701-8000

(Former name or former address, if changed since last report)

Atlas Air, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25732	84-1207329
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 Westchester Avenue, Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 701-8000

(Former name or former address, if changed since last report)

This combined Form 8-K is separately filed by Atlas Air Worldwide Holdings, Inc. and Atlas Air, Inc. Information contained herein relating to any individual registrant is filed by such registrant on its behalf. No registrant makes any representation as to information relating to any other registrant.

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 5. Other Events and Required FD Disclosure.

On July 28, 2004, Atlas Air Worldwide Holdings, Inc. issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Atlas Air Worldwide Holdings, Inc.’s press release dated July 28, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Atlas Air Worldwide Holdings, Inc.
DATE: July 28, 2004	By:	/s/ John W. Dietrich
	John W. Dietrich
	Senior Vice President, General Counsel and Chief Human Resources Officer
	Atlas Air, Inc.
DATE: July 28, 2004	By:	/s/ John W. Dietrich
	John W. Dietrich
	Senior Vice President, General Counsel and Chief Human Resources Officer

EXHIBIT INDEX

Exhibit No.

99.1 Atlas Air Worldwide Holdings, Inc.’s press release dated July 28, 2004.

EX-99.1 2 d17095aexv99w1.htm PRESS RELEASE

EXHIBIT 99.1

Contact: Alan Caminiti 914-701-8400

FOR IMMEDIATE RELEASE:

Atlas Air Worldwide Holdings, Inc.
Emerges From Bankruptcy

Service Continued Uninterrupted During Restructuring

Purchase, N.Y., July 28, 2004—Atlas Air Worldwide Holdings, Inc. (Pink Sheets: AAWWV) and its subsidiaries completed their financial restructuring yesterday and emerged from Chapter 11 bankruptcy protection as their Joint Plan of Reorganization became effective. AAWW, the parent company of Atlas Air, Inc. (“Atlas”) and Polar Air Cargo, Inc. (“Polar”), sought Chapter 11 protection in January of this year.

AAWW’s comprehensive financial and operational restructuring program has resulted in the discharge of more than $600 million of pre-petition debt, enhanced profitability through a reduction in operating costs and the elimination of capacity, and reduced financial costs through the restructuring of aircraft-related debt and lease obligations.

As part of its restructuring, AAWW also secured a commitment for exit financing through Wachovia Bank, National Association, and its subsidiary Congress Financial Corporation, that is intended to provide the Company with $60 million in liquidity. In addition, the Company has paid off and retired its debtor-in-possession financing facility obtained from CIT Group and Ableco Finance LLC, an affiliate of Cerberus Capital Management, L.P.

A new Board of Directors, selected as part of the reorganization process, has succeeded the Company’s previous Board. The new Board consists of the following members: Robert F. Agnew; Keith E. Butler; Duncan H. Cocroft; Eugene I. Davis; Jeffrey H. Erickson; James S. Gilmore, III; Herbert J. Lanese; Frederick M. McCorkle; and Wake Smith.

“Our emergence is the culmination of a lot of hard work and begins a new chapter for our airlines, with a renewed organizational strength and focus for us,” said Jeff Erickson, President and Chief Executive Officer of AAWW.

“Our employees did an outstanding job of keeping the business moving forward as our case progressed through the court at a very rapid pace. I am extremely gratified by the fact that, unlike every other airline that has filed for bankruptcy recently, the Company was able to avoid any reductions in employee pay or benefits during the period,” he said. “Indeed, we hit every one of our targets during our time in Chapter 11, and we did so without interruption to the quality of service and reliability expected by our customers.”

Mr. Erickson added, “The continued inspired performance of our people, combined with the steps we have taken to markedly reduce our cost of doing business, leave the Company well positioned to capitalize on the opportunities of an improving economy, as well as to meet future economic challenges.”

Consistent with its Joint Plan of Reorganization confirmed by the U.S. Bankruptcy Court on July 16, 2004, the Company’s prior common stock has been extinguished. New common stock is being issued pursuant to the terms of the Plan.

About AAWW:

AAWW is the parent company of Atlas Air, Inc and Polar Air Cargo, Inc, which together operate the world’s largest fleet of Boeing 747 freighter aircraft. Atlas Air, Inc. is the world’s leading provider of ACMI (aircraft, crew, maintenance and insurance) freighter aircraft to major airlines around the globe. Polar Air Cargo, Inc. is among the world’s leading providers of airport-to-airport freight carriage. Polar operates a global, scheduled-service network and serves substantially all major trade lanes of the world. Through both of its principal subsidiaries, AAWW also provides commercial and military charter services.

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries (collectively, the companies) that may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the companies to continue as going concerns; the ability of the companies to operate pursuant to the terms of their financing facilities; the ability of the companies to obtain and maintain normal terms with vendors and service providers; the companies’ ability to maintain contracts that are critical to their operations; the ability of the companies to fund and execute their business plan; the ability of the companies to attract, motivate and/or retain key executives and associates; the ability of the companies to attract and retain customers; demand for cargo services in the markets in which the companies operate; economic conditions; the effects of any hostilities or act of war (in the Middle East or elsewhere) or any terrorist attack; labor costs; financing costs; the cost and availability of war risk insurance; aviation fuel costs; security-related costs; competitive pressures on pricing (particularly from lower-cost competitors); weather conditions; government legislation and regulation; consumer perceptions of the companies’ products; pending and future litigation; the commencement of public trading and market acceptance of AAWW’s new common stock; and other risks and uncertainties set forth from time to time in the Company’s reports to the United States Securities and Exchange Commission. Other factors and assumptions not identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed. The Company assumes no obligation to update such statements contained in this release to reflect actual results, changes in assumptions or changes in other factors affecting such statements other than as required by law.

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EX-99.1

exv99w1