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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 27, 2005
(Date of earliest event reported)
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-25732 13-4146982
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2000 WESTCHESTER AVENUE, PURCHASE, NEW YORK 10577
(Address of principal executive offices) (Zip Code)
(914) 701-8000
(Registrant's telephone number, including area code)
----------------------------------------------------
(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))
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TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
Signatures
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ITEM 7.01 REGULATION FD DISCLOSURE
On July 27, 2005, Atlas Air Worldwide Holdings, Inc. (the "Company") held a
conference call to discuss its financial results for the fiscal quarter ended
March 31, 2005, among other things. The conference call was previously announced
in the Company's press release dated July 25, 2005, as well as in its press
release dated July 27, 2005. During such conference call, in addition to
information from the aforementioned press releases, the Company disclosed the
following information:
o The Company noted that it has reported in its press release dated July
27, 2005 a pretax profit of $1.5 million for the fiscal quarter ended
March 31, 2005, versus the Company's previous guidance of an expected
range of $3 million to $8 million of pretax profit for such quarter
that had been previously disclosed in the press release dated May 23,
2005 filed as Exhibit 99.2 to the Company's Current Report on Form 8-K
filed with the SEC on May 23, 2005. The Company noted that the reason
that its pretax profit for the fiscal quarter ended March 31, 2005 was
below the low end of the Company's previous guidance for such quarter
was due to an increased depreciation expense caused by a reserve taken
against inventory and a modest adjustment to the estimated useful lives
of some of the Company's aircraft, as well as higher than expected post
Chapter 11 emergence costs. The Company further noted in its July 27,
2005 press release that although $1.5 million of pretax profit was
below the guidance previously provided, it was still an improvement of
about $59.0 million versus a pretax loss of $57.5 million in the first
quarter of 2004.
o The Company discussed the status of the negotiated $12.6 million
cash-in-lieu-of-repair settlement with the Company's insurance carriers
regarding one of the Company's Boeing 747 200 aircraft (tail number
N808MC) that was damaged beyond economic repair when it landed during
poor winter weather conditions at Dusseldorf airport on January 24,
2005, which was previously discussed in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 filed with the
SEC on June 30, 2005 ("2004 10-K"). The Company noted that it had made
a $12.25 million payment to one of its secured lender groups at the end
of May 2005, which payment was in exchange for the release of a lien on
such aircraft, and the Company had received the negotiated $12.6
million payment from the insurance carriers last week, which payment
reimburses the Company for the earlier payment to the lending group.
The Company also noted that since the $12.6 million settlement amount
paid by its insurance carriers exceeds the net book value of such
aircraft, the Company expects to record a gain in its third quarter
2005 financial results. The Company further noted that with this
settlement, the size of the Company's fleet is now 42 Boeing 747
freighter aircraft.
o The Company discussed the status of the cash which had been placed in a
trust ("Trust") for the benefit of the creditors of Polar Air Cargo,
Inc., a subsidiary of the Company ("Polar"), pursuant to the Company's
and its subsidiaries' joint plan of reorganization ("Plan"), which was
previously discussed in the Company's 2004 10-K. The Company noted that
$15 million of the balance remaining in the Trust after meeting allowed
claims against the Trust was returned to the Company last week. The
Company further noted that the Trust (which had originally contained
$40.2 million) continues to maintain a
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small residual balance to handle remaining outstanding claims against
Polar. Pursuant to the Plan, any balance remaining in the Trust after
such outstanding claims are resolved will revert to the Company.
o It is the Company's current expectation that it will file in the middle
of August 2005 its unaudited financial results for the three months
ended March 31, 2005 and the comparable 2004 period, including its
condensed consolidated statements of operations and condensed
consolidated statements of cash flows, as well as the Company's
condensed consolidated balance sheets at March 31, 2005 and December
31, 2004 (audited), and the notes to such financial statements.
o It is the Company's current expectation that it will issue around or
about the middle of September 2005 a press release announcing its
financial results for the fiscal quarter ended June 30, 2005.
o The Company disclosed that at June 30, 2005, the total debt (face
amount) reflected on its balance sheet measured approximately $725
million.
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that reflect the
Company'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 the Company and its subsidiaries
(collectively, the "companies") 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. Factors that could cause actual
results to differ materially from those forward-looking statements with respect
to other matters include, but are not limited to, the following: the ability of
the companies to operate pursuant to the terms of their financing facilities;
the ability of the companies to obtain and maintain normal terms with vendors
and service providers; the companies' ability to maintain contracts that are
critical to their operations; the ability of the companies to fund and execute
their business plan; the ability of the companies to attract, motivate and/or
retain key executives and associates; the ability of the companies to attract
and retain customers; the continued availability of our wide-body aircraft;
demand for cargo services in the markets in which the companies operate;
economic conditions; the effects of any hostilities or act of war (in the Middle
East or elsewhere) or any terrorist attack; labor costs and relations; financing
costs; the cost and availability of war risk insurance; our ability to remedy
weaknesses in our internal controls over financial reporting; aviation fuel
costs; security-related costs; competitive pressures on pricing (especially from
lower-cost competitors); volatility in the international currency markets;
weather conditions; government legislation and regulation; consumer perceptions
of the companies' products and services; pending and future litigation; the
market acceptance of the Common Stock; and other risks and uncertainties set
forth from time to time in the Company's reports to the SEC.
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For additional information, we refer you to the risk factors set forth under the
heading "Risk Factors" in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 filed by the Company with the SEC on June 30, 2005 and
in the companies' plan of reorganization, as amended, which is set forth in the
Current Report on Form 8-K filed by the Company with the SEC on July 26, 2004.
Other factors and assumptions not identified above are also involved in the
preparation of forward-looking statements, and the failure of such other factors
and assumptions to be realized may also cause actual results to differ
materially from those discussed.
The Company assumes no obligation to update the statements contained in this
release to reflect future results, changes in assumptions or changes in other
factors affecting such estimates other than as required by law.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of that Section, and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing or document.
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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.
Dated: July 27, 2005 By: /s/ John W. Dietrich
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Name: John W. Dietrich
Title: Senior Vice President,
General Counsel and
Chief Human Resources Officer
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