ATLAS AIR INC
8-K, 1999-04-27
AIR TRANSPORTATION, NONSCHEDULED
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                       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 26, 1999



                                 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.)


538 Commons Drive, Golden, CO                                    80401
Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code:(303) 526-5050




          (Former name or former address, if changed since last report)





<PAGE>
                                      -2-

Item 5. Other Events.


     Atlas Air, Inc. (the "Company") today announced that it has received
notification from the National Mediation Board that its pilots have voted to be
represented by the Air Line Pilots Association.

     The Company issued the press release attached herewith as Exhibit 99.1 on
April 26, 1999.

Item 7. Financial Statements and Exhibits.


     (c) Exibits:

     The following exhibit is filed herewith:

     Exhibit 99.1 - Press Release dated April 26, 1999




<PAGE>
                                      -3-


                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                 ATLAS AIR, INC.




Dated:  April 27, 1999              By:  /s/ Richard H. Shuyler
                                         ---------------------------------
                                             Richard H. Shuyler

<PAGE>
                                      -4-


                                INDEX TO EXHIBITS


    Exhibit No.                        Description

    99.1                               Press Release dated April 26, 1999




                                                                    Exhibit 99.1


Contact:  Richard H. Shuyler
          Atlas Air, Inc.
          303-526-5050


                         [LETTERHEAD OF ATLAS AIR, INC.]



                             ATLAS AIR CREW MEMBERS
                               AFFILIATE WITH ALPA



April 26, 1999 -- Golden, CO -- Atlas Air, Inc. (NYSE:CGO) today announced that
it has received notification from the National Mediation Board that its pilots
have voted to be represented by the Air Line Pilots Association (ALPA).

Michael A. Chowdry, Chairman, Chief Executive Officer and President of Atlas
Air, Inc., said "We respect the decision that our crew members have made. As we
look ahead to the collective bargaining process, we will continue to work to
provide all of our employees with a positive working environment. At the same
time, we are committed to maintaining our efficient and competitive cost
structure. Indeed, we expect our costs to initially decline, with our pilot
workforce no longer eligible to participate in Atlas Air's profit-sharing
program. As a result, we do not anticipate any negative change in our ongoing
costs or overall customer service levels. We look forward to establishing a
professional and mutually-cooperative relationship with the new union
leadership."

In 1994, the Company instituted one of the most generous profit sharing plans in
the industry, with a profit-sharing allocation last year of over $8 million.

Atlas Air is a United States certificated air carrier that operates a fleet of
747 freighters under long-term ACMI contracts. These contracts include the
provision by Atlas of air cargo capacity for some of the world's leading
international carriers. Atlas operates scheduled flights on behalf of its
customer airlines to 76 cities in 42 countries.


<PAGE>
                                      -2-


To the extent that any of the statements contained herein relating to the
Company's expectations, assumptions and other Company matters are
forward-looking, they are made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such statements are based
on current expectations that involve a number of uncertainties and risks that
could cause actual results to differ materially from those projected in the
forward-looking statements, including, but not limited to, risks associated
with: worldwide business and economic conditions; product demand and the rate of
growth in the air cargo industry; the impact of competitors and competitive
aircraft and aircraft financing availability; the ability to attract and retain
new and existing customers; normalized aircraft operating costs and reliability;
management of growth; the continued productivity of its workforce; dependence on
key personnel; and regulatory matters. For additional information regarding
these and other risk factors, reference is made to the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.







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