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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 2, 2002
Atlas Air Worldwide Holdings, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-25732 13-4146982
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS 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
--------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Atlas Air, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-25732 84-1207329
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS 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
--------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
This combined Form 8-K is separately filed by Atlas Air
Worldwide Holdings, Inc. and Atlas Air, Inc. Information contained herein
relating to any individual registrant is filed by such registrant on its behalf.
No registrant makes any representation as to information relating to any other
registrant.
ITEM 5. OTHER EVENTS.
(A) Atlas Air Worldwide Holdings, Inc. (the "Company") (NYSE:
CGO) held its annual investor conference in New York, NY on April 2, 2002.
At the conference, Doug Carty, the Company's chief financial officer provided
the following guidance:
o First quarter earnings expectations of a 15 cent per share loss and
expectations of `modest profitability' for full-year 2002.
o An expectation of a cash balance of approximately $260 million at the
end of the fist quarter and approximately $275 million at year end
2002.
o Anticipated Atlas Air block hour distribution for the first quarter
and full-year 2002 as follows:
Q1 Full-Year
2002 2002
---- ---------
ACMI 59% 50%
Charter 21% 18%
Hub 15% 20%
Dry Lease 5% 12%
o Anticipated block hours for Atlas and Polar for the first quarter and
full-year 2002 as follows:
Q1 Full-Year
2002 2002
---- ---------
Atlas 23,176 112,944
Polar 9,338 33,736
A copy of the slide show presented at the conference, as well as a call-in
number to hear a replay of the conference, are available on the Company's
Website at www.atlasair.com/holdings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
10.165 Form of Amendments One through Three
to the Lease Agreements between Atlas
Freighter Leasing III, Inc., as
lessor, and Atlas Air, Inc., as
lessee, relating to Boeing 747
aircraft, U.S. Registration Nos.
N505MC, N509MC, N517MC, N522MC,
N523MC, N524MC, N526MC, N527MC, N528MC
and N534MC.
10.166 Form of Guaranty, dated as of October
30, 2001 by the Company in favor of
Atlas Freighter Leasing III, Inc., as
lessor, Bankers Trust Company, as
administrative agent, and the Lenders
who are party to a Credit Agreement
dated as of April 25, 2000 for Atlas
Air, Inc.'s obligations as lessee
under Lease Agreements relating to
Boeing 747 aircraft, U.S. Registration
Nos. N505MC, N509MC, N517MC, N522MC,
N523MC, N524MC, N526MC, N527MC, N528MC
and N534MC.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Registrant)
Dated: April 2, 2002 By: /s/ Douglas A. Carty
-----------------------------------
Name: Douglas A. Carty
Title: Senior Vice President and
Chief Financial Officer
ATLAS AIR, INC.
(Registrant)
Dated: April 2, 2002 By: /s/ Douglas A. Carty
-----------------------------------
Name: Douglas A. Carty
Title: Senior Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.165 Form of Amendments One through Three
to the Lease Agreements between Atlas
Freighter Leasing III, Inc., as
lessor, and Atlas Air, Inc., as
lessee, relating to Boeing 747
aircraft, U.S. Registration Nos.
N505MC, N509MC, N517MC, N522MC,
N523MC, N524MC, N526MC, N527MC, N528MC
and N534MC.
10.166 Form of Guaranty, dated as of October
30, 2001 by the Company in favor of
Atlas Freighter Leasing III, Inc., as
lessor, Bankers Trust Company, as
administrative agent, and the Lenders
who are party to a Credit Agreement
dated as of April 25, 2000 for Atlas
Air, Inc.'s obligations as lessee
under Lease Agreements relating to
Boeing 747 aircraft, U.S. Registration
Nos. N505MC, N509MC, N517MC, N522MC,
N523MC, N524MC, N526MC, N527MC, N528MC
and N534MC.
4