8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 17, 2014

Atlas Air Worldwide Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-16545	13-4146982
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 17, 2014, Atlas Air Worldwide Holdings, Inc. ("AAWW" or the "Company") received notice from its 49% owned affiliate, Global Supply Systems Limited ("GSS"), that British Airways Plc ("BA") has provided an early termination notice under the wet lease agreement between BA and GSS relating to three of the Company's B747-8F aircraft, which are currently leased to GSS. The effective date of the wet lease termination is April 30, 2014. The three 747-8F aircraft leases between Atlas Air, Inc., a wholly-owned subsidiary of the Company, and GSS relating to such aircraft will terminate on the same date.

For additional information, see AAWW's press release dated January 17, 2014, which is attached hereto as Exhibit 99 and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99 - Atlas Air Worldwide Holdings, Inc. press release, dated January 17, 2014.

SIGNATURES

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

	Atlas Air Worldwide Holdings, Inc.
January 17, 2014	By:	/s/ Adam R. Kokas
		Name: Adam R. Kokas
		Title: Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer

Exhibit Index

Exhibit No.	Description
99	Atlas Air Worldwide Holdings, Inc. press release, dated January 17, 2014.

EX-99

2000 Westchester Avenue, Purchase, New York10577 • (914) 701-8400
FOR IMMEDIATE RELEASE
Contacts: Bonnie Rodney (Media) – (914) 701-8580
Dan Loh (Investors) – (914) 701-8200

Atlas Air Worldwide,
British Airways to Pursue New Opportunities

PURCHASE, N.Y., January 17, 2014 – Atlas Air Worldwide Holdings, Inc. (Nasdaq: AAWW), a leading global provider of outsourced aircraft and aviation operating solutions, today said that it intends to pursue new ACMI (aircraft, crew, maintenance and insurance) placement opportunities for three 747-8 Freighter aircraft currently operated for British Airways plc by Atlas Air Worldwide’s 49%-owned UK subsidiary, Global Supply Systems Limited (GSS).

The action follows notice from British Airways, a unit of International Consolidated Airlines Group, S.A., regarding British Airways’ strategic decision to exit dedicated cargo-freighter service and to return the aircraft to GSS in April 2014 pursuant to the terms of the existing ACMI agreement between the parties.

Effective with the termination of the agreement, the three 747-8Fs will be redelivered to the company by GSS. Through GSS, the company also will receive contractual early termination fees from British Airways.

“We deeply appreciate our long relationship with British Airways and its cargo affiliate, IAG Cargo,” said William J. Flynn, President and Chief Executive Officer, Atlas Air Worldwide. “We are very proud to have served them over the past 18 years, including the last 12 years through GSS.

“We are also focused on the continued development of our business. We are an innovative provider of outsourced aircraft and aviation operating solutions to the global aviation industry. And we will deploy these freighters in profitable revenue operations once redelivered to us, taking advantage of their superior fuel efficiency, range, capacity and loading capabilities. We believe these qualities create a compelling value proposition for our customers.”

About Atlas Air Worldwide:

Atlas Air Worldwide is the parent company of Atlas Air, Inc. (Atlas) and Titan Aviation Leasing (Titan), and is the majority shareholder of Polar Air Cargo Worldwide, Inc. (Polar). Atlas Air Worldwide also maintains a 49% interest in Global Supply Systems Limited (GSS). Through Atlas and Polar, Atlas Air Worldwide operates the world’s largest fleet of Boeing 747 freighter aircraft.

Atlas, Titan and Polar offer a range of outsourced aircraft and aviation operating services that include ACMI service – in which customers receive an aircraft, crew, maintenance and insurance on a long-term basis; CMI service, for customers that provide their own aircraft; express network and scheduled air cargo service; military cargo and passenger charters; commercial cargo and passenger charters; and dry leasing of aircraft and engines.

Atlas Air Worldwide’s press releases, SEC filings and other information can be accessed through the Company’s home page, www.atlasair.com.

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