UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Atlas Air Worldwide Holdings, Inc.
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(Name of Issuer)
Common Stock $0.01 Par Value
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(Title of Class of Securities)
049164 10 6
(CUSIP Number)
Mark R. Levy, Holland & Hart LLP, 555 17th Street, Denver, CO 80202
(303) 295-8000
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(Name/Address/Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 6, 2002
---------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 049164 10 6 Page 2 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Chowdry Marital Trust created u/w/o Michael A. Chowdry dated
March 26, 1996, as amended by codicil dated October 15, 1996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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7 SOLE VOTING POWER
1,529,189
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 15,285,593
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person 1,529,189
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,285,593
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,814,782
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 3 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantic Trust Company, NA, as a trustee of the Trust and a personal
representative of the Estate
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 16,814,782
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,814,782
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,814,782
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 4 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Linda Chowdry, as a trustee of the Trust, personal representative of the
Estate and individually
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,848
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 17,264,782
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person 3,848
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,264,782
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,268,630
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 5 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S. Blue, as a trustee of the Trust and a personal representative of
the Estate
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 17,264,782
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,264,782
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,264,782
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 6 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chowdry, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
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7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 15,285,593
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,285,593
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,285,593
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 7 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chowdry Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 15,285,593
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,285,593
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,285,593
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 049164 10 6 Page 8 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chowdry Investments, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 15,285,593
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,285,593
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,285,593
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 049164 10 6 Page 9 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chowdry Irrevocable Management Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially 15,285,593
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,285,593
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,285,593
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 049164 10 6 Page 10 of Pages 19
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AA Holdings, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
15,285,593
------------------------------------------------------------
Number of 8 SHARED VOTING POWER
shares
beneficially
owned by ------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting
person 15,285,593
with ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,285,593
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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Page 11 of Pages 19
ITEM 1. SECURITY AND ISSUER
This Schedule relates to common stock of Atlas Air Worldwide Holdings, Inc.
("Atlas Air" or the "Company"), $ 0.01 par value (the "Common Stock"). The
address of the principal executive office of the Company is 2000 Westchester
Avenue, Purchase, NY 10577.
ITEM 2. IDENTITY AND BACKGROUND
This filing amends the Schedule 13D filed on January 24, 2002 by the
Marital Trust, Chowdry, Inc. and the Partnership, all of which are defined
below.
The Estate of Michael A. Chowdry (the "Estate") resulted from the death of
Mr. Chowdry on January 24, 2001. Linda Chowdry, John S. Blue and Atlantic Trust
Company, N.A., are the personal representatives of the Estate (together, the
"Personal Representatives").
The will of Michael A. Chowdry dated March 26, 1996, as amended by codicil
dated October 15, 1996, created the Michael A. Chowdry Marital Trust (the
"Trust"). Linda Chowdry, John S. Blue and Atlantic Trust Company, N.A. are the
trustees (together, the "Trustees") of the Trust.
Chowdry, Inc. is a Wyoming corporation. The address of the principal
business and the principal office of Chowdry, Inc. is 3905 Frontier Park Avenue,
Cheyenne, Wyoming 82001. The officers of Chowdry, Inc. are: Alan A. Kirkbride,
President and Treasurer; John S. Blue, Vice President and Assistant Treasurer;
Linda Chowdry, Vice President and Linda L. Kirkbride, Secretary. The directors
of Chowdry, Inc. are John S. Blue and Linda Chowdry.
Mr. and Mrs. Kirkbride are both citizens of the United States of America.
Their business address is the same address as Chowdry, Inc. The principal
occupation of Mr. and Mrs. Kirkbride is ranching.
Chowdry Limited Partnership, is a Wyoming limited partnership (the
"Partnership"). The address of the principal business and the principal office
of the Partnership is 3905 Frontier Park Avenue, Cheyenne, Wyoming 82001. The
general partner of the Partnership is the Trust and the limited partner is the
Chowdry Irrevocable Trust, created for the benefit of Michael Chowdry's
children. The business purpose of the Partnership is to acquire, invest in,
manage, and otherwise deal for profit in securities of public and private
corporations and to conduct such other business as the general partner may in
its discretion determine.
Linda Chowdry is a citizen of the United States of America, whose business
address is 7333 W. Jefferson Ave., Suite 225, Lakewood, Colorado, 80235. On
February 8, 2001, Linda Chowdry was elected a director of Atlas Air and a member
of the Executive Committee of Atlas Air.
Page 12 of Pages 19
John S. Blue is a citizen of the United States of America, whose business
address is 7333 W. Jefferson Ave., Suite 225, Lakewood, Colorado, 80235. Mr.
Blue is an advisor to Linda Chowdry and the Chowdry family.
Atlantic Trust Company, N.A. ("Atlantic Trust"), formerly known as Pell
Rudman Trust Company, N.A., is a national association with offices located at
1401 Seventeenth Street, Suite 1000, Denver, CO 80202-1239. Atlantic Trust is a
limited purpose, national chartered trust company, regulated by the Office of
the Comptroller of the Currency. Atlantic Trust provides private wealth
management services to high-net-worth individuals and families located
throughout the world.
Chowdry Irrevocable Management Trust ("Chowdry Trust") was created by Linda
Chowdry on April 26, 2002. The trustees of the Chowdry Trust are Linda Chowdry,
John Blue and Atlantic Trust.
Chowdry Investments, LLC, is a Colorado limited liability company ("Chowdry
Investments"), whose members are Linda Chowdry and the Trust. The address of the
principal business and the principal office of Chowdry Investments is 7333 West
Jefferson Avenue, Suite 225, Lakewood, Colorado 80235. Chowdry Investments is
managed by Ms. Chowdry, the Trust and the Chowdry Trust. The business purpose of
Chowdry Investments is to acquire, own, manage and sell assets of Chowdry
Investments and to accomplish any lawful business whatsoever.
AA Holdings, LLC, is a Colorado limited liability company ("AA Holdings"),
whose members are Chowdry, Inc., the Partnership and Chowdry Investments. The
address of the principal business and the principal office of AA Holdings is
7333 West Jefferson Avenue, Suite 225, Lakewood, Colorado 80235. AA Holdings is
managed by Ms. Chowdry, the Trust, Chowdry Investments, the Partnership and
Chowdry, Inc. The business purpose of AA Holdings is to acquire, own, manage and
sell assets of AA Holdings and to accomplish any lawful business whatsoever.
During the last five years, the Trust, Chowdry, Inc., the Partnership, Mr.
and Mrs. Kirkbride, Ms. Chowdry, Mr. Blue, Atlantic Trust, Chowdry Trust,
Chowdry Investments, and AA Holdings have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
past five years, each of them has also not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
any of them was or is subject to a judgment, 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
The Estate transferred beneficial ownership of 16,935,501 shares of Common
Stock to the Trust in accordance with the terms of Mr. Chowdry's will in April,
2002. The options to purchase 450,000 shares of Atlas Air remaining in the
Estate may also be
Page 13 of Pages 19
transferred to the Trust. In accordance with the terms of Mr. Chowdry's will,
the Estate also transferred to the Trust 100% of the outstanding capital stock
of Chowdry, Inc. No funds were involved in these transfers. The Estate owns
beneficially less than 5% of the outstanding Common Stock.
Prior to Atlas Air's becoming a public company, the predecessor entities of
Chowdry, Inc. and the Partnership acquired in 1995 certain shares of the Common
Stock from Mr. Chowdry who was the founder of Atlas Air and, for a small number
of shares of Common Stock, from Ms. Chowdry. The predecessor entities issued
interests in the entities for such Common Stock, except that the predecessor of
the Partnership purchased shares that are now 5,512,500 shares of Common Stock
of Atlas Air. On May 6, 2002, the Partnership transferred 7,071,501 shares of
Common Stock to AA Holdings and Chowdry, Inc. transferred 1,755,000 shares of
Common Stock to AA Holdings. For these shares, the Partnership and Chowdry, Inc.
received interests in AA Holdings proportionate to the total holdings of AA
Holdings of Common Stock of Atlas Air.
On April 30, 2002, Linda Chowdry transferred 92 shares of Common Stock and
the Trust transferred 6,459,000 shares of Common Stock to Chowdry Investments in
exchange for member interests in Chowdry Investments proportionate to the number
of shares of Common Stock transferred to Chowdry Investments. On May 6, 2002,
Chowdry Investments transferred 6,459,092 shares of Common Stock to AA Holdings
in exchange for member interests in AA Holdings proportionate to the total
number of shares of Common Stock owned by AA Holdings.
On May 22, 2002, Chowdry Investments transferred to the Partnership member
interests in AA Holdings, which may be deemed to represent indirectly 4,517,732
shares of Common Stock, for $50 million in cash.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock beneficially owned by the Trust, Ms. Chowdry,
Mr. Blue, Atlantic Trust, Chowdry, Inc., the Partnership, Chowdry Investments
and AA Holdings were (with the exception of 92 shares contributed by Ms. Chowdry
and shares subject to options held by Ms. Chowdry) originally owned by Michael
A. Chowdry, the founder of Atlas Air. The shares are held by the Trust, Ms.
Chowdry and AA Holdings for investment purposes and may also represent a
controlling interest in Atlas Air.
The Estate may acquire additional shares of Atlas Air upon the exercise of
options that were held by Michael A. Chowdry. Ms. Chowdry may acquire additional
shares of Atlas Air Common Stock upon the exercise of options held by her. Ms.
Chowdry receives periodically options to acquire Common Stock as compensation
for her services as a director of Atlas Air.
The Trust, Ms. Chowdry, Mr. Blue, Atlantic Trust, Chowdry Trust, Chowdry,
Inc., the Partnership, Chowdry Investments and AA Holdings may also engage in
Page 14 of Pages 19
transactions in which shares of the Common Stock are transferred or exchanged
among them. After these transactions, these parties may continue to be the
beneficial owners of such shares. The Trust may also distribute shares of Common
Stock to Linda Chowdry as an income beneficiary of the Trust.
Currently, the Trust is selling Common Stock periodically on the market
pursuant to Securities and Exchange Commission Rules 144 and 10b5-1. AA Holdings
(or any of the other reporting parties who may acquire shares of Common Stock
from AA Holdings) may engage in similar periodic sales of Common Stock in the
future under Rules 144 and 10b5-1 of the Securities and Exchange Commission.
The Trust, the Trustees, Chowdry, Inc., the Partnership, Chowdry Trust,
Chowdry Investments and AA Holdings intend to continuously review their
investment in Atlas Air, and may in the future determine (1) to acquire
additional securities of Atlas Air, through open market purchases, private
agreements, or otherwise, (2) to acquire additional securities through the
exercise of existing stock options or stock options granted to them in the
future, (3) to dispose of all or a portion of the securities of Atlas Air owned
by them in privately negotiated transactions or otherwise or (4) to take any
other available course of action, which could involve one or more of the types
of transactions or have one or more of the results described in the next
paragraph of this Item 4. Notwithstanding anything contained herein, the Trust,
the Trustees, Chowdry, Inc., the Partnership, Chowdry Trust, Chowdry Investments
and AA Holdings specifically reserve the right to change their intention with
respect to any or all of such matters.
Except as described above, neither the Trust, the Trustees, Chowdry, Inc.
the Partnership, Chowdry Trust, Chowdry Investments nor AA Holdings have present
plans or proposals which relate to or would result in:
1. The acquisition by any person of additional securities of Atlas Air,
or the disposition of securities of Atlas Air;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Atlas Air or any of its subsidiaries;
3. A sale or transfer of a material amount of assets of Atlas Air or of
any of its subsidiaries;
4. Any change in the present board of directors or management of Atlas
Air, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
5. Any material change in the present capitalization or dividend policy
of Atlas Air;
6. Any other material change in Atlas Air's business or corporate
structure;
Page 15 of Pages 19
7. Changes in Atlas Air's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Atlas
Air by any person;
8. A class of securities of Atlas Air being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
9. A class of equity securities of Atlas Air becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
10. Any action similar to any of those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 31, 2002: the Trust beneficially owned 16,814,782 shares
of Common Stock representing 44% of the outstanding Common Stock; Ms. Chowdry
beneficially owned 17,268,630 shares of Common Stock representing 45% of the
outstanding Common Stock; Mr. Blue beneficially owned 17,264,782 shares of
Common Stock representing 45% of the outstanding Common Stock; Atlantic Trust
as Trustee owned beneficially 16,814,782 shares of Common Stock representing
44% of the outstanding Common Stock; Chowdry Trust beneficially owned
15,285,593 shares of Common Stock representing 40% of the outstanding Common
Stock; Chowdry, Inc. beneficially owned 15,285,593 shares of Common Stock
representing 40% of the outstanding Common Stock; the Partnership
beneficially owned 15,285,593 shares of Common Stock representing 40% of the
shares of Common Stock; Chowdry Investments beneficially owned 15,285,593
shares representing 40% of the shares of Common Stock; and AA Holdings
beneficially owned 15,285,593 shares of Common Stock representing 40% of the
shares of Common Stock. The beneficial ownership of the Trust, the Trustees,
Chowdry, Inc., the Partnership, Chowdry Trust and Chowdry Investments
includes in each case 15,285,593 shares of Common Stock owned by AA Holdings.
The Estate owns beneficially at the date of this Report fully vested and
exercisable options to acquire 450,000 shares of Common Stock, representing
less than 1% of the Common Stock outstanding or deemed outstanding for this
purpose. Ms. Chowdry, Mr. Blue and Atlantic Trust as the Personal
Representatives may be deemed to share beneficial ownership of shares of
Common Stock owned by the Estate. Ms. Chowdry, Mr. Blue and Atlantic Trust,
as Trustees, may be deemed to share beneficial ownership of the shares of
Common Stock owned beneficially by the Trust. In addition, Ms. Chowdry owns
for her own account 3,848 shares of Common Stock, which includes options
exercisable currently or within 60 days to acquire 3,000 shares of Common
Stock, and 614,250 shares of Common Stock represented indirectly by her
ownership of 35% of Chowdry, Inc. Mr. Blue and the Atlantic Trust Company own
no shares of Common Stock.
Page 16 of Pages 19
(b) As of May 31, 2002, the Trust had sole power to vote and dispose of
1,529,189 shares of Common Stock held in its name, and shared power to vote
and dispose of 15,285,593 shares of Common Stock held by AA Holdings;
Chowdry, Inc. had shared power to vote and dispose of 15,285,593 shares of
Common Stock held by AA Holdings; the Partnership had shared power to vote
and dispose of 15,285,593 shares of Common Stock held by AA Holdings;
Atlantic Trust, as Trustee, shared power to vote and dispose of 16,814,782
shares of Common Stock which includes 1,529,189 shares of Common Stock held
by the Trust and 15,285,593 shares of Common Stock held by AA Holdings;
Chowdry Trust had shared power to vote and dispose of 15,285,593 shares of
Common Stock held by AA Holdings; Chowdry Investments had shared power to
vote and dispose of 15,285,593 shares of Common Stock held by AA Holdings; AA
Holdings had sole power to vote and dispose of 15,285,593 shares of Common
Stock; the Estate had the sole power to vote and dispose of 450,000 shares as
described above; the Trustees, in their capacities as both Trustees and
Personal Representatives, may be deemed to share power with each other to
vote and dispose of 17,264,782 shares of Common Stock owned beneficially by
the Trust and the Estate; and Ms. Chowdry had individually sole power to vote
and dispose of the shares of Common Stock owned beneficially by her as
described above.
The Trust and the Trustees, in their capacities as Trustees and managers of
Chowdry Investments and AA Holdings, have the power to determine how to vote
shares of Common Stock owned by AA Holdings and which may be deemed to be
indirectly owned by Chowdry, Inc., the Partnership, Chowdry Trust and Chowdry
Investments and whether or not to dispose of any such shares of Common Stock.
The powers of the Trust and the Trustees are derived from: their ownership of
the outstanding stock of Chowdry, Inc. (Ms. Chowdry owns 35% and the Trust owns
65% of the outstanding stock of Chowdry, Inc.); their ownership of the sole
general partnership interest in the Partnership; and their status as both
beneficial owners and co-managers of Chowdry Investments and AA Holdings.
Because of the Trust's and Trustees' powers regarding the Common Stock
owned by Chowdry, Inc., the Partnership, Chowdry Investments and AA Holdings,
and because of the Trustees' roles at these entities, the parties filing this
Schedule might be deemed to be acting as a group in regard to the Common Stock.
However, the parties disclaim any agreement to act together for the purpose of
acquiring, holding, voting or disposing of the Common Stock and thus disclaim
any such group exists.
(c) The persons named in Item 5(a) have not effected any transactions in
the Common Stock during the past sixty days, other than the periodic ongoing
sales by the Trust on the market at prevailing prices by its broker pursuant to
Securities and Exchange Commission Rules 144 and 10b5-1 as noted above.
(d) By virtue of the terms of the Trust, Ms. Chowdry has the right to
receive income of the Trust, which includes dividends from any Common Stock
owned directly or indirectly by the Trust and can include proceeds from the sale
of such Common Stock. The limited partners of the Partnership, which includes a
trust for the benefit of
Page 17 of Pages 19
the children of Michael and Linda Chowdry, have the right to receive
dividends from, or proceeds from the sale of, Common Stock which may be
deemed indirectly owned by the Partnership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Personal Representatives and Morgan Stanley & Co., Incorporated,
entered into a Sales Plan with respect to the Common Stock on November, 14,
2001. This sales plan was assigned to the Trust in February, 2002, and such
assignment is attached hereto as an exhibit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following agreements are an exhibit to this Schedule: Sales Plan among
the Personal Representatives and Morgan Stanley & Co., Incorporated, as assigned
to the Trust; and Agreement Regarding Filing among the Trust, the Trustees,
Chowdry, Inc., the Partnership, Chowdry Investments and AA Holdings.
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.
July 10, 2002
------------------------------------
Date
MICHAEL A. CHOWDRY MARITAL TRUST
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
----------------------------
Don E. Scott
Senior Vice President
Page 18 of Pages 19
ATLANTIC TRUST COMPANY, N.A.
By: /s/ Don E. Scott
--------------------------------
Don E. Scott
Senior Vice President
/s/ LINDA CHOWDRY
------------------------------------
LINDA CHOWDRY
/s/ JOHN S. BLUE
------------------------------------
JOHN S. BLUE
CHOWDRY, INC.
By: /s/ John S. Blue
--------------------------------
John S. Blue Vice President
CHOWDRY LIMITED PARTNERSHIP
By: Michael A. Chowdry Marital Trust
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
--------------------------------
Don E. Scott
Senior Vice President
CHOWDRY INVESTMENTS, LLC
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, Co-Manager
--------------------------------
Page 19 of Pages 19
CHOWDRY IRREVOCABLE MANAGEMENT TRUST
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
----------------------------
Don E. Scott
Senior Vice President
AA HOLDINGS, LLC
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, Co-Manager
EXHIBIT TO SCHEDULE 13D OF
MICHAEL A. CHOWDRY MARITAL TRUST, ATLANTIC TRUST COMPANY, N.A.,
LINDA CHOWDRY, JOHN S. BLUE, CHOWDRY, INC., CHOWDRY LIMITED PARTNERSHIP,
CHOWDRY INVESTMENTS, LLC, CHOWDRY IRREVOCABLE MANAGEMENT TRUST,
AND AA HOLDINGS, LLC
DATED JULY 10, 2002
AGREEMENT REGARDING FILING
The undersigned hereby expressly agree that they will file together a Schedule
13D and any further amendments to the Schedule 13D with respect to the
undersigned's beneficial ownership of common stock of Atlas Air Worldwide
Holdings, Inc.
Date: July 10, 2002
MICHAEL A. CHOWDRY MARITAL TRUST
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
----------------------------
Don E. Scott
Senior Vice President
ATLANTIC TRUST COMPANY, N.A.
By: /s/ Don E. Scott
--------------------------------
Don E. Scott
Senior Vice President
/s/ Linda Chowdry
------------------------------------
LINDA CHOWDRY
/s/ John S. Blue
------------------------------------
JOHN S. BLUE
CHOWDRY, INC.
By: /s/ John S. Blue
--------------------------------
John S. Blue Vice President
CHOWDRY LIMITED PARTNERSHIP
By: Michael A. Chowdry Marital Trust
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
--------------------------------
Don E. Scott
Senior Vice President
CHOWDRY INVESTMENTS, LLC
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, Co-Manager
CHOWDRY IRREVOCABLE MANAGEMENT TRUST
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, as trustee
By: /s/ John S. Blue
--------------------------------
John S. Blue, as trustee
By: Atlantic Trust Company, N.A., as trustee
By: /s/ Don E. Scott
----------------------------
Don E. Scott
Senior Vice President
AA HOLDINGS, LLC
By: /s/ Linda Chowdry
--------------------------------
Linda Chowdry, Co-Manager
EXHIBIT TO SCHEDULE 13D OF
MICHAEL A. CHOWDRY MARITAL TRUST, ATLANTIC TRUST COMPANY, N.A.,
LINDA CHOWDRY, JOHN S. BLUE, CHOWDRY, INC., CHOWDRY LIMITED PARTNERSHIP,
CHOWDRY INVESTMENTS, LLC, CHOWDRY IRREVOCABLE MANAGEMENT TRUST,
AND AA HOLDINGS, LLC
DATED JULY 10, 2002
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement, dated February __, 2002 (this
"Assignment") between The Estate of Michael Chowdry, represented by Linda
Chowdry and John S. Blue, acting jointly as Trustees of the Trust ("Assignor")
and Linda Chowdry & John S. Blue & Atlantic Trust Pell Rudman Co CO-TTEES
Michael A. Chowdry Marital Tr U/W Michael Chowdry 3/26/96 ("Assignee").
WHEREAS, Assignor entered into a Sales Plan, dated as of November 14, 2001
(the "Sales Plan"), with Morgan Stanley & Co. Incorporated ("Morgan Stanley").
1. Assignor hereby assigns, and Assignee hereby assumes, all of the
rights and obligations of Assignor pursuant to the Sales Plan to Assignee.
2. Assignee and Assignor hereby represent that no amendment has been
made to the substantive terms of the Sales Plan. Accordingly, it is the
intention of Assignee and Assignor that this Assignment not constitute an
amendment of the Sales Plan for the purposes of compliance with Rule
10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
3. Assignee hereby represents that the representations and warranties
of Assignor contained in the Sales Plan are, with respect to Assignee, true
at and as of the date hereof as if made at and as of the date hereof.
4. Assignee and Assignor have each consulted its own legal advisor
regarding the adoption of this Assignment.
5. This Assignment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
6. This Amendment shall be effective as of the date hereof.
IN WITNESS WHEREOF, the undersigned have signed this Assignment as of the
date first written above.
Assignor
By
------------------------------
Name: Linda Chowdry
By
------------------------------
Name: John S. Blue
Assignee
By
------------------------------
Name: Linda Chowdry
By
------------------------------
Name: John S. Blue
By Atlantic Trust Pell Rudman
---------------------------------
Name:
Title:
Acknowledged by:
Morgan Stanley & Co. Incorporated
------------------------------
Name:
Title:
Atlas Air Worldwide Holdings, Inc.
------------------------------
Name:
Title: