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. 10)
Atlas Air Worldwide Holdings, Inc.
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(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
049164205
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2007
--------------------------------------------------------------------------------
(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.
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(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) [X]
(b) [_]
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
7,294,776
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,294,776
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,294,776
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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
7,294,776
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,294,776
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,294,776
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
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) [X]
(b) [_]
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
7,294,776
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,294,776
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,294,776
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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
644,914
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
644,914
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,914
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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
644,914
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
644,914
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,914
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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 - New York, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
644,914
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
644,914
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,914
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
7,939,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,939,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,939,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
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) [X]
(b) [_]
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
7,939,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,939,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,939,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
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) [X]
(b) [_]
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
7,939,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,939,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,939,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
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) [X]
(b) [_]
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
7,939,690
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
7,939,690
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,939,690
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
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.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by HMC Atlas Air, L.L.C. ("HMC Atlas
Air "), Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger
Management"), the Class A Shareholder of HMC Atlas Air, HMC Investors, L.L.C.,
its managing member ("HMC Investors"), Harbinger Capital Partners Special
Situations Fund, L.P. (the "Special Fund"), Harbinger Capital Partners Special
Situations GP, LLC, the general partner of the Special Fund ("HCPSS"), HMC - New
York, Inc., the managing member of HCPSS ("HMCNY"), Harbert Management
Corporation ("HMC"), the managing member of HMC Investors and the parent of
HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager of HMC
Atlas Air and the Special Fund, Raymond J. Harbert , a shareholder of HMC, and
Michael D. Luce, a shareholder of HMC (each of HMC Atlas Air, Harbinger
Management, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, 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, Harbinger Management, HMC Investors and HCPSS is a
Delaware limited liability company. The Special Fund is a Delaware limited
partnership. HMC is an Alabama corporation. HMCNY is a New York corporation.
Each of Philip Falcone, Raymond J. Harbert and Michael D. Luce is a United
States citizen. The principal business address for each of HMC Atlas Air, the
Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor,
New York, New York 10022. The principal business address for each of Harbinger
Management, HMC Investors, HMC, 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 7,294,776
Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
7,294,776 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 7,294,776
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own 644,914
Shares.
As of the date hereof HCPSS may be deemed to beneficially own 644,914 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 644,914 Shares.
As of the date hereof HMC may be deemed to beneficially own 7,939,690 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 7,939,690
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
7,939,690 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
7,939,690 Shares.
Some of the Shares were received in distributions from the Issuer in connection
with its corporate reorganization while the remaining Shares were purchased in
the open-market.
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 Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons evaluate their investment in the Shares on a continual
basis. The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to increase shareholder value.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors, the Issuer's shareholders and
others.
--------------------------------------------------------------------------------
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 7,294,776 Shares, constituting 34.4% of the Shares of the Issuer, based
upon 21,186,037 Shares outstanding as of March 1, 2007.
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 7,294,776 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,294,776 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 7,294,776 Shares, constituting 34.4% of the Shares of the
Issuer, based upon 21,186,037 Shares outstanding as of March 1, 2007.
Harbinger 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 7,294,776 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 7,294,776 Shares.
Harbinger 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 7,294,776 Shares, constituting 34.4% of the Shares of the Issuer, based
upon 21,186,037 Shares outstanding as of March 1, 2007.
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 7,294,776 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,294,776 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, the Special Fund may be deemed to be the
beneficial owner of 644,914 Shares, constituting 3.0% of the Shares of the
Issuer, based upon 21,186,037 Shares outstanding as of March 1, 2007.
The Special Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 644,914 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 644,914 Shares.
The Special Fund 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, HCPSS may be deemed to be the beneficial owner of
644,914 Shares, constituting 3.0% of the Shares of the Issuer, based upon
21,186,037 Shares outstanding as of March 1, 2007.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 644,914 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 644,914 Shares.
HCPSS 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, HMCNY may be deemed to be the beneficial
owner of 644,914 Shares, constituting 3.0% of the Shares of the Issuer, based
upon 21,186,037 Shares outstanding as of March 1, 2007.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 644,914 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 644,914 Shares.
HMCNY 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 may be deemed to be the beneficial owner of
7,939,690 Shares, constituting 37.5% of the Shares of the Issuer, based upon
21,186,037 Shares outstanding as of March 1, 2007.
HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 7,939,690 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,939,690 Shares.
HMC 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 7,939,690 Shares, constituting 37.5% of the Shares of the Issuer, based
upon 21,186,037 Shares outstanding as of March 1, 2007.
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 7,939,690 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,939,690 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 7,939,690 Shares, constituting 37.5% of the Shares of the
Issuer, based upon 21,186,037 Shares outstanding as of March 1, 2007.
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 7,939,690 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,939,690 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 7,939,690 Shares, constituting 37.5% of the Shares of the Issuer, based
upon 21,186,037 Shares outstanding as of March 1, 2007.
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 7,939,690 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,939,690 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. All transactions were conducted in the open-market.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In accordance with the Issuer's Final Modified Second Amended Joint Plan of
Reorganization (the "Plan"), pursuant to which the Issuer agreed to provide
certain registration rights as described in the Plan, on February 13, 2007, the
Issuer, HMC Atlas Air and Harbinger Capital Partners Special Situation Fund,
L.P. entered into a Registration Rights Agreement pursuant to which HMC Atlas
Air and Harbinger Capital Partner Special Situation Fund, L.P. will be entitled
to certain registration rights with respect to the Shares held by them as of the
date of the Agreement. The Registration Rights Agreement is incorporated by
reference in the Schedule 13D, Amendment No. 9 filed on February 20, 2007 as
Exhibit C, and reference is made to that Exhibit for the terms of the Agreement.
The Registration Rights Agreement was amended on March 12, 2007. This amendment
to the Registration Rights Agreement was made to extend the time by which the
Issuer has to file the registration statement, and is incorporated by reference
in this Schedule 13D as Exhibit D, and reference is made to the Exhibit for the
terms of the amendment to the Registration Rights Agreement.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit D: Amendment to Registration Rights Agreement
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: Harbinger Capital Partners Offshore Manager, L.L.C., Class A Shareholder
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
HMC Investors, L.L.C.*
By: /s/ William R. Lucas, Jr.
------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
HMC - New York, Inc.*
By: /s/ William R. Lucas, Jr.
------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
------------------------
/s/ Philip Falcone*
---------------------
Philip Falcone
/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert
/s/ Michael D. Luce*
---------------------
Michael D. Luce
March 16, 2007
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
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 March 16, 2007 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: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
HMC Investors, L.L.C.*
By: /s/ William R. Lucas, Jr.
-------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
------------------------
HMC - New York, Inc.*
By: /s/ William R. Lucas, Jr.
------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
------------------------
/s/ Philip Falcone*
---------------------
Philip Falcone
/s/ Raymond J. Harbert*
---------------------
Raymond J. Harbert
/s/ Michael D. Luce*
---------------------
Michael D. Luce
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
March 16, 2007
SK 03773 0003 756887