Atlas Air Worldwide Holdings, Inc. (Form: 8-K)  

 

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):   April 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
_________________________________
(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))

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Item 8.01 Other Events.

As previously disclosed, on January 15, 2016, Atlas Air Worldwide Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Southern Air Holdings, Inc., a Delaware corporation ("Southern Air"), and certain other parties named therein, including Iris Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Merger Sub").

On April 7, 2016, the Company issued a press release announcing the completion of its acquisition of Southern Air. In accordance with the terms of the Merger Agreement, Merger Sub merged with and into Southern Air, with Southern Air continuing as the surviving corporation and a direct wholly-owned subsidiary of the Company for cash consideration of approximately $110 million, subject to customary adjustments. The Company did not assume any debt in connection with the acquisition of Southern Air. A copy of the Company’s press release is attached hereto as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

99 Press Release of Atlas Air Worldwide Holdings, Inc., dated April 7, 2016.





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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.
          
April 7, 2016   By:   /s/ Adam R. Kokas
       
        Name: Adam R. Kokas
        Title: Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer

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Exhibit Index


     
Exhibit No.   Description
 
99
  Press Release of Atlas Air Worldwide Holdings, Inc., dated April 7, 2016.