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. 2)
Atlas Air Worldwide Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
049164205
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(CUSIP Number)
Joel Piassick
One Riverchase Parkway South
Birmingham, Alabama 35244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 2006
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(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) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 049164205
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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) [_]
(b) [x]
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
5,669,386
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,669,386
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,669,386
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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.
________________________________________________________________________________
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.,
("HMC Investors") the managing member of Harbinger Management, Philip Falcone, a
member of Harbinger Management who acts as the portfolio manager of HMC Atlas
Air on behalf of Harbinger Management and is the portfolio manager of a
separately managed account (the "Account"), Raymond J. Harbert, a member of HMC
Investors, and Michael D. Luce, a member of HMC Investors (each of HMC Atlas
Air, Harbinger Management, HMC Investors, 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 and HMC Investors is a Delaware
limited liability company. Each of Philip Falcone, Raymond J. Harbert and
Michael D. Luce is a United States citizen. The principal business address for
HMC Atlas Air 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, 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 5,669,386
Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
5,669,386 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 5,669,386
Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 5,669,386
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
5,669,386 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
5,669,386 Shares.
The Shares were received in distributions from the Issuer in connection with its
corporate reorganization.
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 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 5,464,386 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 5,669,386 Shares, constituting 28.4% of the Shares of the
Issuer, based upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 5,669,386 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 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 5,669,386 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, Philip Falcone may be deemed to be the beneficial
owner of 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 5,669,386 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 5,669,386 Shares, constituting 28.4% of the Shares of the
Issuer, based upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 5,669,386 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 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.
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 5,669,386 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 5,669,386 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.
Not Applicable
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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/ Joel B. Piassick
------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
------------------------
/s/ Philip Falcone
------------------------
Philip Falcone
/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert
/s/ Michael D. Luce
------------------------
Michael D. Luce
November 22, 2006
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 November 22, 2006 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/ Joel B. Piassick
------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ Joel B. Piassick
------------------------
/s/ Philip Falcone
------------------------
Philip Falcone
/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert
/s/ Michael D. Luce
------------------------
Michael D. Luce
November 22, 2006
Exhibit B
Transactions in the Common Stock
--------------------------------
Transactions by HMC Atlas Air
Date of Number of Shares
Transaction Purchased/(Sold) Price of Shares
----------- ---------------- ---------------
11/20/2006 250,100 37.49
11/21/2006 150,000 39.91
11/21/2006 55,000 39.24
SK 03773 0001 723936