Sun, May 23, 2004
Worldwide cargo carrier reaches settlement with creditor
committees
Atlas Air Worldwide Holdings, Inc.
reached a settlement today with the court-appointed unsecured
creditors committees of AAWH subsidiaries Atlas Air, Inc. (Atlas)
and Polar Air Cargo, Inc. (Polar) in the Company's ongoing Chapter
11 bankruptcy proceedings.
Pursuant to the settlement, all litigation between the parties
has been abated pending final documentation of the settlement terms
and submission of an amended Disclosure Statement and Joint Plan of
Reorganization. As part of the settlement, the Polar unsecured
creditors will receive a 60 percent cash dividend on allowed
unsecured claims against Polar. The Company anticipates that the
total settlement will amount to between $30 to $40 million. The
settlement will be funded by AAWH with cash on hand together with
proceeds of up to approximately $20 million from a rights offering
to be underwritten by certain members of the Atlas creditors
committee. Under the settlement, the percentage of common stock
previously allocated to Polar unsecured creditors will be
reallocated to the Atlas unsecured creditors or sold as part of the
rights offering.
The parties are expected to file a formal settlement term sheet
containing further details of the settlement with the bankruptcy
court by May 26, 2004. The Company then plans to file an amended
Disclosure Statement and Joint Plan of Reorganization by Thursday,
May 27, 2004. A hearing seeking court approval of the Disclosure
Statement has been tentatively set for June 7, 2004.

Once approved by the court, the amended Disclosure Statement and
Joint Plan of Reorganization will be sent out for a vote, with the
expectation of confirming the Plan during the week of July 12,
paving the way for the Company to emerge from Chapter 11 by no
later than July 29, 2004.
"I would like to commend the creditors committees and their
representatives for coming to mutually agreeable settlement terms
in this matter," said Jeffrey H. Erickson, President and CEO of
AAWH. "The agreement reached today moves us closer to our goal of
emerging from bankruptcy as quickly as possible and with minimal
disruption to our operations. We are pleased with the progress we
have made to date and are hopeful that the amended Disclosure
Statement and Joint Plan of Reorganization, incorporating the terms
agreed upon today, will be approved."
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