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 7, 2016 |
Atlas Air Worldwide Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-16545 | 13-4146982 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2000 Westchester Avenue, Purchase, New York | 10577 | |
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_________________________________ (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 7, 2016, Atlas Air Worldwide Holdings, Inc. (the "Company") and its subsidiaries Polar Air Cargo LLC and Polar Air Cargo Worldwide, Inc. (collectively, the "Company Subsidiaries"), entered into a settlement agreement (the "Settlement Agreement") to settle all claims of participating class members against the Company and the Company Subsidiaries with respect to airfreight shipping services provided by Polar Air Cargo LLC (formerly known as Polar Air Cargo, Inc.) to such participating class members in the class actions consolidated in the lawsuit, In re: Air Cargo Shipping Services Antitrust Litigation, MDL No. 1775, pending in the United States District Court for the Eastern District of New York.
Pursuant to the Settlement Agreement, which was entered into with counsel representing the class representatives in the lawsuit, the Company has agreed to settle the claims made in the above-referenced lawsuit. To settle such claims, the Company and the Company Subsidiaries have agreed to pay $35 million on or before January 15, 2016; $35 million on or before January 15, 2017; and $30 million on or before January 15, 2018. The full amount of the settlement is expected to be reflected as a charge in the fourth quarter of 2015. The settlement payments will be made to participating class members through an escrow account established pursuant to the Settlement Agreement.
The Settlement Agreement remains subject to court approval. The Settlement Agreement, in which the Company and the Company Subsidiaries deny all wrongdoing, also includes releases by class members of the Company and the Company Subsidiaries, and their respective past and present, in each case, affiliates, directors, officers, employees and other related parties, for all conduct concerning any of the matters alleged, or that could have been alleged, in the lawsuit with respect to aircraft shipping services provided by the Company and the Company Subsidiaries to participating class members. Plaintiffs who affirmatively opt out of the class will not be bound by the release and will not receive any settlement proceeds. Additionally, the Settlement Agreement grants the Company and the Company Subsidiaries the right to rescind the Settlement Agreement in the event an agreed upon percentage of potential class members do not participate.
A copy of the press release announcing the Settlement Agreement is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99 - Press Release, dated January 7, 2016
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 7, 2016 | By: |
/s/ Adam R. Kokas
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| Name: Adam R. Kokas | ||||
| Title: Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99
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Press Release, dated January 7, 2016 |
Polar Air Cargo LLC
2000 Westchester Avenue, Purchase, New York 10577 • (914) 701-8000
FOR IMMEDIATE RELEASE
Contacts: Dan Loh (Investors) – (914) 701-8200
Bonnie Rodney (Media) – (914) 701-8580
Polar Air Cargo LLC Reaches Settlement Agreement
In U.S. Cargo Antitrust Class Action
PURCHASE, N.Y., January 7, 2016 – Polar Air Cargo LLC (Polar LLC) today confirmed that it, along with Polar Air Cargo Worldwide, Inc. and Atlas Air Worldwide Holdings, Inc. (together, the Companies), has entered into a settlement agreement in a previously disclosed antitrust class action lawsuit in the United States. The industry-wide litigation arose from allegations about the pricing practices of a number of air cargo carriers on routes to and from the United States from January 2000 through September 2006.
The settlement agreement resolves all claims against the Companies by participating members in the class action. The Companies continue to deny any wrongdoing or liability, and there is no admission of any wrongdoing or liability in the settlement agreement.
Pursuant to the settlement agreement, Polar LLC has agreed to make installment payments over three years to settle the class action, with payments of $35 million due on or before January 15, 2016, $35 million on or before January 15, 2017, and $30 million on or before January 15, 2018. The payments are expected to be funded from cash available on hand.
William J. Flynn, President and Chief Executive Officer of Atlas Air Worldwide, commented: “We are committed to the highest standards of ethics and governance. It is important to put this legacy matter behind us and focus our full attention on the continued execution of our strategic growth initiatives. Our business continues to generate substantial cash flows, and we look forward to capitalizing on the significant opportunities ahead to deliver value for our shareholders, employees and customers.”
Atlas Air Worldwide expects to record an expense for the full amount of the Polar LLC settlement in the fourth quarter of 2015, which should total approximately $2.60 per diluted share on an after-tax basis. Excluding this impact, the settlement does not affect Atlas Air Worldwide’s previously issued adjusted earnings outlook for 2015, nor does the settlement affect other related litigation or the company’s ongoing business operations.
The settlement agreement is subject to approval and acceptance by the United States District Court for the Eastern District of New York.
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect Atlas Air Worldwide’s and Polar LLC’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 Atlas Air Worldwide and Polar LLC that may cause the actual results of the companies to be materially different from any future results, express or implied, in such forward-looking statements.
Atlas Air Worldwide and Polar LLC assume no obligation to update such statements contained in this release to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law.
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