UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): November 29, 2002
Atlas Air Worldwide Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25732 13-4146982
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Westchester Avenue, Purchase, New York 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 701-8000
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(Former name or former address, if changed since last report)
Atlas Air, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25732 84-1207329
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Westchester Avenue, Purchase, New York 10577
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 701-8000
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(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.
On November 20, 2002, Atlas Air, Inc. ("Atlas Air") and Atlas Freighter Leasing
III, Inc. ("AFL III"), subsidiaries of Atlas Air Worldwide Holdings, Inc. (the
"Company"), were formally notified by Deutsche Bank Trust Company Americas (the
"Agent"), that the failure to provide financial statements for the third quarter
of 2002 has created a default under the credit facilities maintained by Atlas
Air and AFL III and the related intercompany aircraft leases between Atlas Air
and AFL III (the "Facilities"). In a Form 8-K filing dated November 14th, the
Company announced that as a result of the Company's previously disclosed
restatement and reaudit, the Company's Form 10-Q for the third quarter would be
delayed until the re-audit and restatement has been completed.
The applicable 15-day cure period for the default has now passed, causing the
default to automatically become an Event of Default under the terms of the
Facilities. Atlas Air and AFL III continue to seek a waiver from the lenders
and are hopeful that they will continue to cooperate in this regard. If not
waived, the Event of Default would entitle the lenders under the Facilities to
accelerate repayment of approximately $246 million in outstanding indebtedness,
should lenders representing at least 50.1% of the outstanding loans choose to
do so.
The Company intends to seek additional waivers if and to the extent necessary to
avoid defaults under any other indebtedness. There can be no assurance,
however, that any such required waivers can be obtained.
Atlas Air's operations remain unaffected by this process.
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.
DATE: December 2, 2002
By: /s/ Douglas A. Carty
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Douglas A. Carty
Senior Vice President and Chief Financial
Officer
ATLAS AIR, INC.
DATE: December 2, 2002
By: /s/ Douglas A. Carty
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Douglas A. Carty
Senior Vice President and Chief Financial
Officer