UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ATLAS AIR WORLDWIDE HOLDINGS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
049164205
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 891-2100 (973) 597-2424
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2006
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 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).
Cusip No. 049164205
--------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions): WC, OO
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power: *
---------------------------------------
Shares Beneficially 8) Shared Voting Power: *
---------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: *
---------------------------------------
Person With 10) Shared Dispositive Power: *
---------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,472,844*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 7.5%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA, IN
--------------------------------------------------------------------------------
* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the
holder of 218,363 shares of the common stock, par value $0.01 per share (the
"Shares"), of Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the
"Company"), Cerberus International, Ltd., a corporation organized under the laws
of the Bahamas ("International"), is the holder of 697,741 Shares, Cerberus
Series Two Holdings, LLC, a Delaware limited liability company ("Cerberus Series
Two"), is the holder of 188,980 Shares, Cerberus Series Three Holdings, LLC, a
Delaware limited liability company ("Cerberus Series Three"), is the holder of
290,541 Shares, Cerberus America Series One Holdings, LLC, a Delaware limited
liability company ("Cerberus America One"), is the holder of 31,385 Shares, and
Cerberus America Series Two Holdings, LLC, a Delaware limited liability company
("Cerberus America Two"), is the holder of 45,834 Shares. Stephen Feinberg
possesses sole power to vote and direct the disposition of all Shares held by
Cerberus, International, Cerberus Series Two, Cerberus Series Three, Cerberus
America One and Cerberus America Two. Thus, as of January 10, 2006, for the
purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially
own 1,472,844 Shares, or 7.5% of the Shares deemed issued and outstanding as of
that date.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended by adding the following after the last
paragraph thereof:
Pursuant to the Plan of Reorganization, on November 1, 2005, Cerberus
received, for itself and on behalf of the other Cerberus Entities, an interim
distribution of 844 Shares. In addition to the Shares distributed to Cerberus on
behalf of itself and the other Cerberus Entities on November 1, 2005 pursuant to
the Plan of Reorganization, each of the Cerberus Entities purchased Shares in
ordinary brokerage transactions from October 13, 2005 through and including
January 10, 2006. Such ordinary brokerage transactions that occurred during the
sixty days on or prior to January 10, 2006 are described in more detail in Item
5 below. All funds used to purchase Shares on behalf of Cerberus, International,
Cerberus Series Two, Cerberus Series Three, Cerberus America One and Cerberus
America Two came directly from the assets of Cerberus, International, Cerberus
Series Two, Cerberus Series Three, Cerberus America One and Cerberus America
Two, respectively.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended by deleting Item 5 in its entirety and by
substituting the following in lieu thereof:
Based upon information set forth in the Company's Definitive Proxy
Statement on Schedule 14A as filed with the Securities and Exchange Commission
on May 25, 2006, there were 19,966,134 Shares issued and outstanding as of May
4, 2006. As of January 10, 2006, Cerberus was the holder of 218,363 Shares,
International was the holder of 697,741 Shares, Cerberus Series Two was the
holder of 188,980 Shares, Cerberus Series Three was the holder of 290,541
Shares, Cerberus America One was the holder of 31,385 Shares and Cerberus
America Two was the holder of 45,834 Shares. Stephen Feinberg possesses sole
power to vote and direct the disposition of all Shares held by Cerberus,
International, Cerberus Series Two, Cerberus Series Three, Cerberus America One
and Cerberus America Two. Thus, as of January 10, 2006, for the purposes of Reg.
Section 240.13d-3, Mr. Feinberg is deemed to beneficially own 1,472,844 Shares,
or 7.5% of the Shares deemed issued and outstanding as of that date.
The following tables detail the transactions during the sixty days on
or prior to January 10, 2006 in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Mr. Feinberg or any other person
or entity controlled by him or any person or entity for which he possesses
voting or investment control over the securities thereof (each of which were
effected in an ordinary brokerage transaction):
I. Cerberus
-----------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 40,000 $43.5978
(Sales)
NONE
II. International
-----------------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 129,500 $43.5978
(Sales)
NONE
III. Cerberus Series Two
------------------------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 35,000 $43.5978
(Sales)
NONE
IV. Cerberus Series Three
-------------------------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 53,000 $43.5978
(Sales)
NONE
V. Cerberus America One
-----------------------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 6,000 $43.5978
(Sales)
NONE
VI. Cerberus America Two
------------------------
(Purchases)
Date Quantity Price
---- -------- -----
January 10, 2006 8,500 $43.5978
(Sales)
NONE
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.
August 10, 2006
/s/ Stephen Feinberg
------------------------------------
Stephen Feinberg, on behalf of Cerberus
Associates, L.L.C., the general partner
of Cerberus Partners, L.P., and Cerberus
International, Ltd., Cerberus Series Two
Holdings, LLC, Cerberus Series Three
Holdings, LLC, Cerberus America Series
One Holdings, LLC and Cerberus America
Series Two Holdings, LLC
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).