UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Atlas Air Worldwide Holdings, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
049164205
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
Page 1 of 6 Pages
CUSIP No. 049164205 13G
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1) NAMES OF REPORTING PERSONS JGD Management Corp.
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 5) SOLE VOTING POWER 2,141,600
SHARES -------------------------------------------------------------
BENEFICIALLY 6) SHARED VOTING POWER -0-
OWNED BY -------------------------------------------------------------
EACH 7) SOLE DISPOSITIVE POWER 2,141,600
REPORTING -------------------------------------------------------------
PERSON WITH 8) SHARED DISPOSITIVE POWER -0-
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED 2,141,600
BY EACH REPORTING PERSON
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 10.9%
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12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 6 Pages
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Item 1(a). Name of Issuer: Atlas Air Worldwide Holdings, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
2000 Westchester Avenue
Purchase, New York 10577
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Item 2(a). Name of Person Filing:
This Schedule is being filed by JGD Management Corp. ("JGD"), a
Delaware corporation, with respect to 188,911 shares of Common
Stock directly owned by York Capital Management, L.P. ("York
Capital"), a Delaware limited partnership; 847,130 shares of
Common Stock directly owned by York Investment Limited ("York
Investment"), a corporation organized under the laws of the
Commonwealth of The Bahamas; 88,068 shares of Common Stock
directly owned by York Select, L.P. ("York Select"), a Delaware
limited partnership; 255,451 shares of Common Stock directly
owned by York Credit Opportunities Fund, L.P. ("York Credit
Opportunities"), a Delaware limited partnership; 82,666 shares of
Common Stock directly owned by York Select Unit Trust ("York
Select Trust"), a trust organized under the laws of the Cayman
Islands; 516,628 shares of Common Stock directly owned by York
Global Value Partners, L.P. ("York Global Value"), a Delaware
limited partnership; and 162,746 shares of Common Stock directly
owned by certain other accounts ("Managed Accounts").
The general partners of York Capital, York Select, York Credit
Opportunities and York Global Value and the managers of York
Investment and York Select Trust have delegated certain
management and administrative duties of such funds to JGD. In
addition, JGD manages the Managed Accounts. Accordingly, JGD may
be deemed to have beneficial ownership over the shares of Common
Stock reported in this Schedule.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office address of JGD is:
c/o York Capital Management
767 Fifth Avenue
17th Floor
New York, New York 10153
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Page 3 of 6 Pages
Item 2(c). Citizenship:
The place of organization of JGD is Delaware.
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Item 2(d). Title of Class of Securities: Common Stock,
par value $.01 per share
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Item 2(e). CUSIP Number: 049164205
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a)[_] Broker or dealer registered under section 15 of the Act (15
U.S.C.78o).
(b)[_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)[_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)[_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)[X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f)[_] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g)[_] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h)[_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)[_] Group, in accordance with ss.240.13d-1 (b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: 2,141,600
(b) Percent of class: 10.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,141,600
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of 2,141,600
Page 4 of 6 Pages
(iv) Shared power to dispose or to direct the disposition of -0-
The number of shares beneficially owned and the percentage of outstanding
shares represented thereby for JGD have been computed in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of
ownership described above is based on 19,685,544 shares of Common Stock
outstanding as of August 5, 2005, as reported in the issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on October 27,
2005.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [_].
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The right to receive dividends from, or the proceeds from the
sale of, all shares of Common Stock reported in this statement as
beneficially owned by JGD is held by York Capital, York
Investment, York Select, York Credit Opportunities, York Select
Trust, York Global Value or the Managed Accounts, as the case may
be, all of which are the advisory clients of JGD. JGD itself
disclaims beneficial ownership of all shares of Common Stock
reported in this statement pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934, as amended.
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable.
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Item 8. Identification and Classification of Members of the Group.
Not Applicable.
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Item 9. Notice of Dissolution of Group.
Not Applicable.
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Page 5 of 6 Pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned Reporting Person, the undersigned Reporting Person certifies
that the information set forth in this statement with respect to it is true,
complete and correct.
Dated: February 14, 2006
JGD MANAGEMENT CORP.
By: /s/ Adam J. Semler
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Adam J. Semler
Chief Financial Officer
Page 6 of 6 Pages