LAW OFFICE OF JOHN MIETUS, LLC

6701 DEMOCRACY BOULEVARD, SUITE 300

BETHESDA, MD 20817-7500

JOHN R. MIETUS, JR. 

(202) 747-5212

(240) 396-5362 fax

john@mietuslaw.com

January 21, 2010

Scott Faulk

Transportation Industry Analyst

Air Carrier Fitness Division

U.S. Department of Transportation

1200 New Jersey Avenue, SE

Washington, DC 20590

Re: Dockets OST-2009-0267 and OST-2009-0268 

 Applications of Atlas Air, Inc. (“Atlas”)

Dear Mr. Faulk:

By letter dated January 13, 2010, the Department identified additional 

and/or clarifying information required to complete the processing of Atlas’ 

applications for interstate and foreign charter air transportation of persons, 

property, and mail in the above-captioned applications. This letter, organized to 

mirror the requests included in that letter, responds to those requests and notifies 

the Department, pursuant to 14 C.F.R. § 204.5, that a new 10% shareholder of Atlas 

Air Worldwide Holdings, Inc. (“AAWW”) recently identified itself in a Securities and 

Exchange Commission filing, as further discussed below.

General Information

1. Atlas has no current, firm plans to operate domestic U.S. passenger charter 

service.

2. Copies of the current Atlas Articles of Incorporation dated March 13, 1995 and 

By-laws as amended February 2001 are attached.
Scott Faulk

Dockets OST-2009-0267/0268

January 21, 2010 

Page 2 

3-4. The Department notes that 49 U.S.C.§ 41113 and 14 CFR Part 243 require the 

filing of a plan to address the needs of families of passengers and other victims after 

an accident and a statement summarizing how Atlas will collect U.S. citizen 

passenger contact information, respectively. Atlas’ most recent family assistance 

plan is already filed in Docket DOT-OST-1996-1960, and it intends both to update 

that plan to reflect the introduction of passenger service and to file its Part 243 

statement shortly in Docket DOT-OST-1998-3305. Atlas understands that the 

Department will continue processing its application even while Atlas completes 

these supplemental filings.

 

Management and Key Technical Personnel

1. A revised resume for Michael Citrano, Director of Operations, is attached.

2. Resumes for Atlas executives William J. Flynn, John W. Dietrich, and Jason 

Grant are attached.

3. The following table restates the identity and citizenship of the Atlas directors 

listed in the application; resumes for each are attached.

Citizenship

Eugene I. Davis USA

Robert F. Agnew USA

Timothy J. Bernlohr USA

James S. Gilmore III USA

Carol B. Hallett USA

Frederick McCorkle USA

William J. Flynn USA
Scott Faulk

Dockets OST-2009-0267/0268

January 21, 2010 

Page 3 

4. The following table restates the identity, title, and citizenship of Atlas key 

personnel listed in the application.

Citizenship Title

William J. Flynn USA

John W. Dietrich USA EVP and Chief Operating Officer

Jason Grant Canada SVP and Chief Financial Officer

Adam Kokas USA SVP, General Counsel, Chief Human 

Resources Officer, and Secretary

Michael Steen Sweden SVP and Chief Marketing Officer

Richard N. Barnes Great 

Britain

VP, Information Technology

Edward J. McGarvey USA VP & Treasurer

Spencer Schwartz USA VP & Controller

Jeffrey Carlson USA VP, Flight Operations

Lawrence B. Gibbons USA VP, Procurement 

Greg Guillaume USA VP, Financial Planning and Analysis

Ken Johnson USA VP, Charter Sales and Marketing

Thomas Kane USA VP, Defense & Government Programs

William Kelley USA VP, Safety and Regulatory Compliance

Graham Perkins Canada VP, Sales and Marketing, Asia – Pacific

Kevin Sarubbe USA VP, System Operations 

Mark S. Swearingin USA VP, Technical Operations

Gary Wade USA VP, Security

John Aliberti USA Director of Safety

Michael Citrano USA Director of Operations

Lew Allen USA Chief Pilot

Charles Souza USA Director of Maintenance

Michael Sharbaugh USA Chief Inspector

Financial Position

1. Substantially all funds deposited in the name of Atlas and its parent, AAWW, 

are maintained in checking and investment accounts managed by JP Morgan 

Chase, which has provided third-party verification of those amounts in the attached 

letter. 

2. Atlas does not intend to draw on any lines-of-credit to support the operations it 

has proposed in the applications, and no lines-of-credit exist that could be drawn to 

provide such support.
Scott Faulk

Dockets OST-2009-0267/0268

January 21, 2010 

Page 4 

Recent SEC Form 14G Filing by BlackRock Inc.

On January 8, 2010, BlackRock, Inc. (“BlackRock”), one of the largest publiclytraded investment management firms in the United States, filed a Form 13G 

(acquisition of securities in the ordinary course of business) with the SEC. That 

filing indicates that BlackRock and its affiliates together own 2,775,996 shares of 

AAWW, or 10.8% of the outstanding voting stock. (As a result of completing a public 

offering of 4.6 million shares in November 2009, AAWW now has approximately 

25.7 million shares outstanding.) According to the filing, only one BlackRock entity, 

BlackRock Advisors LLC, owns 5% or more of the stock of AAWW.

Other than BlackRock, the only other entity known to own 5% or more of the shares 

of AAWW is Oppenheimer Funds, Inc., which reported owning 2,065,967 shares in 

Amendment No. 1 to Schedule 13G filed with the SEC on January 24, 2009. That 

reported holding represents 8.0% of the outstanding shares of AAWW.

Conclusion

Atlas is moving swiftly toward Federal Aviation Administration approval of 

its passenger operations – in late March or early April 2010 – and respectfully 

requests that the Department proceed to issue Atlas foreign charter authority so 

that Atlas may begin passenger operations immediately upon final FAA approval.

 

 Respectfully submitted,

 John R. Mietus, Jr.

 Counsel for Atlas Air, Inc.

cc: Docket OST-2009-0267

 Docket OST-2009-0268 

Allen Taylor, FAA Principal Operations Inspector

Attachments: Articles of Incorporation

 By-Laws

 Ten (10) resumes

 Letter from JP Morgan Chase

 Verification









































MICHAEL A. CITRANO, JR.

Civilian Aviation Experience and Employment History

May 1993- present

Atlas Air, Inc. 2000 Westchester Avenue, Purchase, New York 10577

• Certificated all cargo air carrier

• Presently the Senior Director, Flight Operations. Held various previous positions to 

include Line Captain, B747, Simulator and Aircraft Check Airman. 

• Responsibilities include operational control over the carrier’s flight operations to 

ensure safe and regulatory compliance.

April – May 1993

Southern Air Transport, Miami, Florida

• Certificated all cargo air carrier

• Served as a Line Check Airman/Pilot, B747-200. 

May 1991 – January 1993

Evergreen International Airlines, 3850 Three Mile Lane, McMinnville, Oregon 97128

• Certificated all cargo air carrier.

• Served as Line Captain/Pilot. 

April 1967 – January 1991

Eastern Airlines, Miami International Airport, Miami Florida

• Positions held included B727 PIC/FO/SO, Line Check Airman and Standards 

Manager, DC9 PIC/FO, A300 FO, L188 FO. 

• Responsibilities included conducting Initial Operating Experience for Captains and 

First Officers. Line Checks, B727 engine inoperative ferry flights, local acceptance 

and maintenance ferry flights. 

March 1964 – March 1967

United States Army: 

• Attended Signal Officer Course, Fort Gordon, GA. After US Army Flight School, 

assigned to 118th Aviation Company, Bien Hoa, RVN as Helicopter Pilot.

• Assigned as Instructor pilot at Fort Benning, GA. Responsible for transitioning 

pilots to UH-1 helicopter.

• Concluded tenure of service as temporary aide to Brigadier General JJ Tolson. 

CG/Fort Benning, GA.
FAA ratings and experience: 

 

Airline Transport Pilot –B747, B747-400, B727, DC9, 

Aircraft Check Airman/Simulator Check Airman

Airplane Multi-Engine Land

Commercial Privileges

Airplane Single Engine Land

Rotor Craft – Helicopter

Flight Engineer – Turbojet Powered

FCC Restricted Radio Telephone Operator Permit

First Class FAA Medical Certificate.

16000+ hours total flying experience

Education

September 1959 - August 1963. 

Seton Hall University, South Orange, New Jersey

• BA, Political Science. 

• While enrolled in Seton Hall University, enrolled in ROTC. Selected for flight 

training program. 

• Commissioned 2 Lt., US Army upon Graduation

Fall 1963-Spring 1964. 

St. John’s Law School, Brooklyn, NY. 
William J. Flynn 

Resume

Experience:

June 2005- Atlas Air Worldwide Holding Purchase, NY

Present President and Chief Executive Officer

August 2002- GeoLogistics Corporation Santa Ana, CA

May 2005 President and Chief Executive Officer

April 2000- CSX Transportation Jacksonville, FL 

July 2002 Senior Vice President, Merchandise Group

January 2000- CSX Corporation Richmond, VA

March 2000 Senior Vice President, Strategic Planning

April 1977- Sea-Land Service

December 1999 Vice President, Asia (Jan 1999-Dec 1999) Hong Kong, PRC 

 Vice President, China (Jul 1997-Dec 1998) Hong Kong, PRC 

 Vice President, Japan (Jul 1996-Jun1997) Tokyo, Japan 

 Vice President, Global Accounts (Oct 1991-Jun 1996) 

 Charlotte, NC 

 Vice President, Marketing Americas (Apr 1990-Sep 1991) 

 Ft. Lauderdale, FL 

 General Manager, Puerto Rico (Apr 1987-Mar 1990) 

 San Juan, PR

 General Manager, Central America (Jul 1983-Mar 1987) 

 Guatemala City, GU 

 Manger Marketing, Americas (Jul 1980-Jun 1983) 

 Ft. Lauderdale, FL 

 Manager Marketing, Caribbean (Jul 1978-Jun 1980) 

 Ft. Lauderdale, FL 

 Sales Representative (Apr 1977-Jun 1978) New York, NY
Education: 

1976 University of Arizona, Tucson AZ

M.A. Latin American Studies 

1975 University of Rhode Island, Kingston RI

 B.A Latin American Studies summa cum laude 
John W. Dietrich

PROFESSIONAL EXPERIENCE:

Atlas Air Worldwide Holdings, Inc. (1999 – present)

Executive Vice President & Chief Operating Officer (September 2006 – present)

Senior Vice President, General Counsel & Chief Human Resources Officer (2003 – 

September 2006) 

Assistant General Counsel (1999-2003) 

Serve as Executive Vice President & Chief Operating Officer for $1.5 billion public company

consisting of two operating airline subsidiaries, Atlas Air, Inc. (“Atlas”) and Polar Air Cargo, 

Inc. (“Polar”). Together, Atlas and Polar operate the world’s largest fleet of B747 freighter 

aircraft. The fleet consist of twenty (20) B747-400 aircraft and seventeen (17) B747-200 

aircraft, with firm orders for (12) B747-8 aircraft. 

Responsible for overseeing all global operations of both Atlas and Polar airlines, including Flight 

Operations, Maintenance & Technical Operations, Ground Operations & Compliance & Safety. 

Also have oversight responsibilities of Human Resources, including Labor Relations. 

Previously served as Senior Vice President, General Counsel & Chief Human Resources Officer. 

In that role, responsibilities included providing legal and human resources counsel to all levels 

of the Company including the CEO and Board of Directors. Managed all Legal and Human 

Resources functions for the holding company and all its subsidiaries. 

Serve as a member of the Company’s union negotiating committee which has resulted in (i) the 

Company’s first collective bargaining agreement with ALPA for its Atlas crew members, and (ii) 

the successful settlement of the ALPA negotiations with our Polar crew members following a 10 

day work stoppage in October 2005. Currently involved in the Company’s effort to merge the 

two crew workforces into a single collective bargaining agreement to serve both certificates. 

 

Accomplishments include: 

 Helped return the Company to profitability (aggregate pre-tax income of $217 million in 2005 & 

2006) following a successful pre-negotiated Chapter 11 restructuring in 2004. The Company 

emerged from bankruptcy after only six months. Responsible for managing all legal and human 

resources initiatives before, during and after the Company’s emergence from Chapter 11, 

including all litigation, employee retention, labor and communication initiatives. 

 Actively participated at all “pre” and “post” bankruptcy meetings of the Board of Directors, Audit 

Committee, Nominating & Governance Committee, and Compensation Committee. 

 Provided legal and business advice in all significant transactions, joint ventures and mergers and 

acquisitions. 

 Was intimately involved in the structuring and establishment of a start-up airline in the United 

Kingdom, including all labor and regulatory issues. Also actively participate in a range of other 

strategic and business development negotiations and transactions. 
2

 Responsible for preparation or oversight of all Company communications, press releases and 

public filings, including 10K’s, 10Q’s and 8K’s. 

 Authored the Company’s Code of Conduct and Employee Handbook and served as the 

Company’s Corporate Compliance Officer. Promote corporate policies and programs governing 

all aspects of the business ranging from anti-trust and insider trading to harassment and 

discrimination. 

 Responsible for hiring and proactively managing outside counsel to achieve optimal results on a 

cost effective basis. 

 Successfully negotiated and drafted numerous complex commercial agreements and aircraft 

leases with companies all over the world. 

 Prior positions with the Company: 

 

United Air Lines, Inc. (1986-1999) 

 Litigation Attorney (June 1992 – April 1999) 

Managed a wide range of legal matters, with a primary responsibilities in labor and employment 

and commercial litigation. Significant focus on preventative counseling to minimize legal 

exposure in all aspects of the business. Primarily responsible for establishing the Company’s 

Litigation Management System and Outside Counsel Management Program. Trial experience 

included several state and federal court trials and extensive motion practice. 

Paralegal (1986-1992) 

EDUCATION: The John Marshall Law School, Chicago, Illinois

Cum Laude, June 1992 (Top 5%) 

The John Marshall Law Review 

Southern Illinois University, Carbondale, Illinois

Bachelor of Science (1986)

BAR 

ADMISSIONS Admitted in New York, Illinois and Colorado 

HONORS & Member: Air Transport Association Senior Advisory Committee

AFFILIATIONS Board Member: Global Supply Systems, plc 

 Board Member: Polar Air Cargo Worldwide, Inc. 

 Board Member: AACT, Incheon Korea 

John Marshall Law Review - Staff Member.

Scholarship Awards – Illinois Northwest Suburban Bar Association. 

 Scholarship Award - The John Marshall Law School. 

 Chairman National Air Carrier Association

References Available Upon Request 
JASON GRANT

Experience

2002-Present Atlas Air Worldwide Holdings (NASDAQ: AAWW), Purchase, New York

2007-Present Senior Vice President and Chief Financial Officer

• Manage a group of 130 professionals in the US, Asia and Europe responsible for accounting, 

treasury, tax, FP&A, business development, investor relations, internal audit, and information

technology functions for a publicly traded global freight airline with revenues of $1.0 billion

 Responsible for all SEC financial reporting and compliance, SOX compliance, and tax 

reporting and compliance in jurisdictions around the world

• Responsibilities and significant accomplishments include:

 Raised $375 million in secured debt in two separate transactions in 2008 to finance growth 

and optimize cost of capital in a challenging credit environment

 Led a successful “re-IPO” of the Company to raise over $115 million in equity in 4Q 2009

 Successfully broadened sell-side research coverage from 2 to 11 covering analysts since the 

fourth quarter of 2007 through focused outreach and communication

 Recruited executives into key roles including VP Controller, VP Treasurer, IT and Internal 

Audit to improve bench strength and develop succession planning

 Upgraded the finance and IT organizations and simultaneously reduced total operating 

expenditures for these groups by 20% from 2006 to 2008

 Managed successful IT implementations including key general ledger and inventory systems

2007 Senior Vice President Business Development & Network Planning

• Responsible for business development, fleet planning and strategic planning activities

• Developed and implemented strategic growth opportunities with responsibilities that spanned a 

range from sourcing to implementation

 Sourced, negotiated and launched a $75 million+ contract opportunity with DHL to provide 

trans-pacific airfreight operating services

 Sourced and negotiated the acquisition of two 747 freighter aircraft ($160 million+ value) for 

the purposes of serving growth opportunities developed with DHL

 Negotiated and implemented management services agreements between Atlas and DHL 

exceeding $100 million in present value to Atlas

• Structured and implemented a start-up aircraft leasing subsidiary in Ireland, Titan Aviation 

Leasing

 Managed start-up activities including tax structuring

 Sourced and negotiated the subsidiary’s first customer aircraft lease contracts

 Member of the Board of Directors

2006-2007 Vice President, Continuous Improvement

• Officer position reporting to the CEO managing a team of six-sigma black-belts and project 

managers responsible for cross functional cost and service level improvement

• Initiated and oversaw a company-wide “Continuous Improvement” initiative that successfully 

saved the company over $100 million in annual operating costs on an addressable cost base of 

approximately $800 million between 2005 and 2008

 Responsible for both opportunity identification and implementation on a cross departmental, 

company-wide basis

 The savings achieved through this program were the primary contributor to Atlas’ ability to 

grow profit margins on reduced revenues between 2005 and 2008
JASON GRANT (continued)

2004-2006 Vice President, Financial Planning & Analysis

2003-2004 Senior Director, Financial Planning & Analysis

2002-2003 Director, Corporate Finance

• Responsible for budgeting, forecasting, financial analysis, strategic planning, financial reporting 

and cost control for two international airlines with total revenues in excess of $1.5 billion

• Played a central role in the successful restructuring of $2.0 billion in debt and leases and 

emergence from bankruptcy of the airline by developing the restructuring plan and achieving buyin from creditor groups. The restructuring improved earnings by $225 million from 2003 to 2005

• Subsequent to the restructuring, led the strategic planning efforts that re-defined the corporate 

strategy and transformed the business to a core leasing/outsourcing model 

• Developed the strategic rationale, the financial modeling, and valuation for the sale of a 49% 

interest in the Polar Air subsidiary to DHL for $150 million

 The transaction transformed the company and has improved annual earnings by over $40 

million beginning in 2009

• Established a discipline of profitability analysis as the basis for aircraft asset allocation and 

product pricing decisions within the company, leading to improved operating profits

 Restructured Atlas’ scheduled service network, driving $60 million of contribution in 2005

• Managed the development and implementation of COGNOS enterprise planning tools to 

streamline and improve company-wide planning and financial reporting

2000-2001 American Airlines (NYSE: AMR), Fort Worth, Texas

Manager, Financial Analysis

• Managed a group responsible for financial planning and analytical support for senior management

• Supported the integration of finance functions as part of the acquisition and integration of TWA

1997-1999 Canadian Airlines International, Calgary, Alberta

1999 Director, Pension Investments

• Responsible for the management of one of the largest pension funds in Western Canada with 

over $2.0 billion in pension assets

 Represented the company to third parties including labor unions and federal regulators

• Managed asset allocations to optimize the risk / return of the investment portfolio in order to 

meet expected pension liabilities

1997-1998 Manager, Financial Planning & Analysis

• Responsible for the coordination and preparation of Canadian’s $3.0 billion annual operating 

budget as well as monthly close reporting and variance analysis against plan

• Prepared the prospectus, rating agency and road show presentations for Canadian’s $150 million 

US high yield debt IPO and subsequent $100 million offering

Education

1995-1997 Simon Fraser University, Burnaby, British Columbia

• Masters of Business Administration

1991-1995 Wilfrid Laurier University, Waterloo, Ontario

• Honors Bachelor of Business Administration – Dean’s List
PIRINATE Consulting Group, LLC

PIRINATE Consulting Group, LLC is a privately-held consulting firm specializing in turn-around management, liquidation and sale 

management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for 

public and private business entities. Representative clients include companies, partnerships, boards of directors, banks, bondholders, trade 

creditors, private equity sponsors, venture capital sponsors, law firms and investment banks.

Typically, PIRINATE offers the services of its founder and Chairman, Eugene Davis (see attached Resume) in the capacity of Interim 

Chairman of the Board, Interim Chief Executive Officer, Chief Restructuring Officer, board member, advisor to the board, advisor to the 

senior lenders, advisor to bondholders and / or trade creditors and / or advisor to management. Most assignments are designed to be oneperson projects with Mr. Davis providing management and / or advisory services directly in conjunction with the entity’s existing staff. In 

situations that require additional temporary or permanent staffing, PIRINATE engages the services of members of its network of 

Affiliates. Affiliates are all professionals that have worked with Mr. Davis directly and have from five (5) to thirty (30) years of experience 

in their specific area of expertise. These areas include, without limitation:

♦ Financial Management

♦ Comptroller Functions (Corporate & Plant-Level)

♦ Treasury Functions

♦ Information Systems Development, Management and 

Implementation

♦ AR/AP Management

♦ Strategic Planning and Modeling

♦ Operations Management 

♦ Plant Management and Manufacturing Process

♦ Virtual Manufacturing Management

♦ Supply Chain Purchasing Management

♦ Research and Development (Including Classified and 

Military Applications)

♦ Logistics Management

♦ Customer Service

♦ Sales and Marketing

♦ Warranty Service Management

♦ Intellectual Property Management (Including Licensing, 

Trademark, Copyright, and Technology and Process)

♦ Management of Trading Operations (Including Hedging 

Strategies)

♦ Management of International Operations and Logistics and 

Sourcing

♦ Joint-Venture Negotiation, Implementation and Management

♦ Capital Formation, Mergers and Borrowing Arrangements

♦ Legal Advisory

Engagements are typically negotiated with clients to provide for an acceptable level of staffing and time commitment with a fixed flat 

monthly fee, however agreed changes in staffing levels over the course of an assignment may cause the monthly fee to fluctuate. In 

addition, where appropriate, other payment arrangements may be negotiated.

A copy of Mr. Davis’ Resume and a list of representative assignments are attached. Resumes and other information with respect to 

Affiliates are typically provided during the engagement negotiation process.
2

Eugene I. Davis

Experience

1999-Present Pirinate Consulting Group, L.L.C. Livingston, NJ

Chairman & Chief Executive Officer

Pirinate Consulting Group, L.L.C. is a privately-held consulting firm specializing in crisis and turn-around management, 

liquidation and sales management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests, 

and strategic planning advisory services for public and private business entities.

Industries Served include Telecommunications, e-Commerce, Media, Energy, Mining, Financial Services, High 

Technology, Manufacturing, Automotive, Bio-Technology, Healthcare, Transportation, Distribution, Hospitality, 

Consumer Products and Retail.

Current Board Memberships (Publicly-Traded and Selected Private Companies):

Chairman, Atlas Air Worldwide Holdings, Inc.

Chairman, Haights Cross Communications, Inc.

Chairman, SeraCare Life Sciences, Inc.

Ambassadors International Inc.

American Commercial Lines

Bally Total Fitness

BHM Technologies, Inc.

Cadence Innovation, LLC

R.H. Donnelley, Inc.

General Insulation Co., Inc.

Knology, Inc.

The Manischewitz Company

Nybron Flooring International Corp.

Rural/Metro Corp.

Solutia, Inc.

Spectrum Brands, Inc.

Terrestar Corporation

Trident Resources Corporation, Inc.
3

1998-1999 Total-Tel USA Communications, Inc. Little Falls, NJ

Chief Operating Officer

Total-Tel USA Communications, Inc. (NASDAQ:TELU) was an integrated telecommunications provider supplying voice, 

fax, data, Internet, frame relay and related telecommunications services on its proprietary network principally to small 

and medium-sized businesses along the eastern seaboard of the United States and to other national and international 

carriers.

I was initially retained by the Company to advise on issues relating to take-over defense, capital market access, preparation 

of a multi-year business plan for national and international expansion and for acquisition identification and planning.

 Selected Results:

♦ Helped the Company begin and complete implementation of a strategic business plan to quadruple its revenues while 

expanding its switch-based network to cover all of the United States and selected locations in Europe and Asia by 

December 1998.

♦ Arranged for the funding of new capital expenditures in excess of $100 million through a combination of long-term 

capital lease financing and a committed underwritten secondary offering of equity securities by two major-bracket 

underwriters.

♦ Helped to arrange for the controlling shareholder to sell control of the Company to a private investor at a 72% 

premium to market prior to filing the registration statement for the offering. 

1990-1997 Emerson Radio Corp. Parsippany, NJ

Vice Chairman (1997)

President (1994-1997)

Executive Vice President & Interim Chief Financial Officer (1992-1994)

Director (1990-1997)

Emerson Radio Corp. (AMEX:MSN) is an international distributor of consumer electronics products that markets it 

products throughout North America, Europe and Asia. In 1990 I became involved with the Emerson as the legal 

representative for the Company’s largest outside shareholder at the time. During this time Emerson was in default on 

approximately $240 million in commercial and institutional debt largely as a result of an ill-conceived business plan, 

enormous management corruption and the resulting lawsuits against the Company’s senior management and the 

entire Board of Directors.

I was retained to secure board representation for my client who had been rebuffed on a number of occasions in the two 

years prior to my retention. In September of 1990 I was successful in forcing the Company to agree to my client 

designating two new board members. I was subsequently asked to take one of these positions in order to bring about 

a settlement of all litigation and to assist in the restructuring the Company, which later required that I create and 

execute a strategy for a proxy contest. 

On July 7, 1992, my client took control of the Company. I was then invited to join the Company, initially as Executive 

Vice President and Interim Chief Financial Officer with direct responsibility for overseeing the corporate 

reorganization and restructuring. Later, I was elected President of Emerson and, subsequently, Vice Chairman.

 

 Selected Results:

♦ Responsible for the initial public offering of Emerson at $1.00 per share and the relisting of the Company on the 

American Stock Exchange without the aid of an outside financial advisor or placement agent.

♦ Responsible for the refinancing of Emerson’s senior revolving debt.

♦ Successfully placed approximately $21 million in convertible debentures on behalf of Emerson only one year after 

the Company emerged from Chapter 11 protection. 

♦ Total transaction value of the above is approximated at $80 million. 

♦ Successfully negotiated and completed the refinancing and assumption of control of Sport Supply Group, Inc., a 

New York Stock Exchange Company (NYSE:GYM) in the institutional sporting goods business.

♦ Negotiated and structured the divestiture of one of Emerson’s largest, but unprofitable, product lines, which allowed 

the Company to reduce its dependence on one key customer and one key vendor. This license transaction yielded a 

$35 million benefit over three years versus a minimum $6 million per year annual loss.
4

♦ Negotiated, structured and closed the restructuring of over $240 million in defaulted debt held by six money center 

banks and eleven insurance companies. Over $210 million in debt was forgiven in this transaction, which was 

accomplished through an equity infusion of $30 million and an expedited non-consensual Chapter 11 reorganization. 

This was accomplished with no external financial advisor. During the reorganization Emerson’s sales increased by 

40% and profitability was restored.

♦ Oversaw the reorganization of Emerson’s fixed cost structure by reducing fixed overheads from $80 million per 

annum to approximately $12 million today.

♦ Responsible for successful negotiation and establishment of foreign distributorships and license and sourcing 

agreements, including Hong Kong, Thailand, the Middle East and Central and South America.

♦ In the aggregate, I was responsible for almost quadrupling Emerson’s market capitalization.

1996-1997 Sports Supply Group, Inc. Dallas, TX

Vice Chairman & Consultant (1997)

Chief Executive Officer & Director (1996-1997)

Sport Supply Group, Inc. (NYSE:GYM) is the largest distributor, via catalogue and internet sales, of sporting goods and 

athletic equipment to the institutional market. Control of SSG was acquired by Emerson via an equity infusion and 

refinancing completed in December, 1996.

 

 Selected Results:

♦ Identified SSG as an acquisition target, created and implemented acquisition strategy, conducted all negotiations and 

arranged $18 million in financing for the equity transaction and restructuring of $25 million senior debt. This 

acquisition was semi-hostile. 

♦ Successfully negotiated divestiture of unprofitable division thereby returning profitability and increasing liquidity.

♦ Responsible for negotiation of revised senior credit facility and curing of all outstanding defaults.

♦ Responsible for creation and implementation of new business and profit plan yielding record earnings in first two 

fiscal quarters under new management.

♦ Responsible for all investor relations.

1989-1992 Holmes, Millard & Duncan, P.C. Dallas, TX

Partner/Shareholder & Head of Corporate & Securities Practice 

Represented a number of public and private clients in securities offerings, financings, acquisitions, divestitures, mergers, 

restructurings, venture capital financings, and corporate and regulatory matters.

1988-1989 Arter & Hadden Dallas, TX

Partner

Represented a number of public and private clients in securities offerings, financings, acquisitions, divestitures, mergers, 

restructurings, venture capital financings, and corporate and regulatory matters.

1984-1988 Akin, Gump, Strauss, Hauer & Feld Dallas, TX

Associate

Represented a number of public and private clients in securities offerings, financings, acquisitions, divestitures, mergers, 

restructurings, venture capital financings, and corporate and regulatory matters.
5

1981-1984 Standard Oil Company (India) Amoco 

Production Company (International)

Houston, TX

International Attorney/Negotiator

 Selected Results:

♦ Responsible for negotiations of oil and gas concessions, productions sharing contracts, service agreements and 

related arrangements with foreign governments and agencies throughout Asia, Latin America, Australia, Africa and 

the Middle East.

♦ Responsible for the negotiation of joint venture and financing arrangements with foreign and domestic industry 

partners in international operations and for bid and negotiation of third party drilling, construction, servicing and 

product sales agreements for international operations.

♦ Responsible for organization and establishment of foreign subsidiaries and arranging necessary permits and licenses.

1980-1981 Exxon Company, U.S.A. East 

Texas Division Gulf/Atlantic & 

Alaska/Pacific Divisions

Houston, TX

Exploration & Production Attorney

 Selected Results:

♦ Responsible of negotiation of oil and gas leases with private individuals and State and Federal agencies.

♦ Responsible for negotiation of onshore and offshore drilling contracts, construction of production facilities and 

pipelines and gathering systems and environmental matters.

♦ Representation of Company before various State and Federal regulatory agencies.

Education

1980 Columbia University School of Law New York, NY

Juris Doctor

1976 Columbia University School of International 

Affairs

New York, NY

Masters in International Affairs

 International Law & Organization

1975 Columbia University Columbia College New York, NY

Bachelor of Arts

 International Politics

Selected Current Affiliations

Texas Bar Association: Licensed November, 1980 – Present

Columbia College Alumni Association
personnel biography

Robert F. Agnew 

Principal 

profile 

Robert Agnew, President & CEO of mba, has over 30 years of extensive and diverse 

background in civil and government aviation and business consulting. Mr. Agnew has been 

pivotal in the significant growth of mba consulting in the areas of financial modeling, valuation 

analysis, and technical due diligence. Mr. Agnew is an advisor to numerous hedge funds, 

insurance companies and investment banks on industry issues, and has provided expert 

testimony and opinions in legal cases involving aircraft values, airport usage, traffic forecasting, 

and revenue distribution. He has been active in advising trustees and investors in recent 

bankruptcies such as Northwest Airlines, USAirways, Delta Air Lines, Independence Air, Atlas 

Air and Midway Airlines. Mr. Agnew serves as advisor to the United States Air Force’s Air 

Mobility Commander as Chairman of the Military Airlift Committee on commercial industry and 

defense interaction. His background includes 13 years with two international airlines, his last 

position being Senior Vice President of Marketing and Sales for World Airways. He began his 

commercial aviation career at Northwest Airlines where he concentrated on government and 

contract sales, schedule planning, and corporate operations research. Mr. Agnew served in the 

United States Air Force as an Officer & Navigator with the Strategic Air Command where he last 

served as the Senior Standardization and Evaluation Inspector. 

experience 

1997 to Current 

Morten Beyer & Agnew (mba) Arlington, VA 

 President, CEO & Co-Founder 

• Leads a broad based, multi-discipline consulting team with offices in the 

Washington, Frankfurt, and Tokyo 

• Founded the firm’s government practice, currently offers federal government 

support in financial analysis and support areas for aviation 

• Oversees the firm's due diligence of airlines and aviation assets capability for 

investors, insurance companies, and other interested parties 

• Provides expert opinions to rating agencies, investment firms, and the U.S. 

Government regarding aircraft and aviation related matters 

• Developed industry leading financial modeling for investment bank use in 

aviation transactions 

• Piloted the accreditation of the firm as one of only seven firms capable of 

international operational and safety audits for major airlines as certificated by 

the International Air Transport Association 

• Frequent speaker at international aviation conferences regarding the 

commercial aircraft markets, financing and airline competition 
1995 - 1997 

 Agnew & Associates Falls Church, VA 

 President & Founder 

• Provided government contract, scheduling, and pricing expertise to multiple 

airlines involved in the air passenger and cargo arena 

• Developed and provided an inspection capability for airlines to be audited 

prior to the Department of Defense approval process 

• Managed contract initiatives for an International telecommunication firm 

dealing with the United States military overseas 

1993 - 1994 

World Airways Herndon, VA 

 Senior Vice President - Marketing & Sales 

• Responsible for sales, marketing, scheduling, crewing, and daily operation of 

the airline 

• Negotiated aircraft leases for expansion of the airline's services 

• Designed and implemented the airline's entry into the international scheduled 

service market, including oversight of passenger service requirements, sales 

and marketing infrastructure, and operational support requirements 

1980 - 1992 

Northwest Airlines Minneapolis, MN 

 Government & Charter Contract 

• Managed a staff of 150 personnel in 12 different countries 

• Scheduled and oversaw all charter operations worldwide for both cargo and 

passenger operations 

• Developed innovative contracting processes resulting in several multi-million 

dollar contracts 

Schedule Development 

• Redesigned the Minneapolis Hub for better balance and greater feed 

capability 

• Developed and implemented a new Southern US hub for the airline 

• Produced the first automated scheduling system for the airline 

Programmer Analyst 

• Developed the Northwest Airline's operations research area 

• Created a model for simulation of multi-level reservation offices which 

optimized agent and trunk line cost levels 

1973 - 1979 

United States Air Force 

 Navigator - KC135 (Captain) 

• Wing instructor for upgrade 

• Lead evaluator for the 319 Bomb Wing (Navigator) 

• Developed first hand-held computer program for tankers for use in annual 

bombing and precision navigation competition 
professional affiliations 

• Board of Directors - Atlas Worldwide Holdings (AAWW: NASDAQ) and 

Chairman of the Audit Committee 

• Board of Directors - TechPubs LLC 

• Board of Directors - Stanley-Martin Communities, LLC 

• Board of Directors – National Defense Transportation Association (NDTA) 

• Chairman of the US Air Force Commander Air Mobility Advisor Committee 

• Board of Directors - The Wings Club 

• International Society of Transport Aircraft Traders Board of Governors for 

Appraisers 

• Certified Senior Appraiser – International Society of Transport Aircraft 

Traders 

notable former affiliations 

• Board of Directors - SatoTravel 

• Board of Directors - Airline Reporting Corporation 

• Science Board – DARPA 

education 

MBA University of North Dakota Grand Forks, ND 

- Concentration in Quantitative Methods and Finance 

BS Roanoke College Salem, VA 

- Bachelors of Science - Biology 
Timothy J. Bernlohr 

Personal Profile

Experienced executive with significant record of operational and restructuring success within 

both stable and crisis environments. Nationally recognized expert in the development, 

manufacture, and distribution of plastic and rubber based materials to the automotive, retail, and 

industrial markets. Depth in business acquisitions and divestitures, manufacturing, best cost 

sourcing, and mass customization of products and services for the commercial and retail 

marketplace. Knowledgeable and experienced in matters relating to corporate governance, 

executive recruiting and compensation, strategic planning, collective bargaining, insolvency 

proceedings, and business restructurings. 

Professional Experience

2005- TJB Management Consulting, LLC Managing Director, Newtown PA.

Present: TJB Management specializes in providing project specific consulting services 

 to businesses in transformation, strategic planning, and interim executive 

 management. In addition to TJB’s current consulting assignments, Mr. 

 Bernlohr presently serves as Chairman of the Board of Directors of 

 The Manischewitz Company of Newark NJ (Kosher foods), Director, PetroRig of 

 New York City (Deep Sea Submersible Oil Rigs), Director, Bally Total

 Fitness of Chicago IL. (Health and Fitness Clubs), Vice Chairman, 

 Zemex Minerals Inc. of East Hanover NJ (Mining), Lead Director,

 General Insulation Co., Inc. of Boston, MA (Building Materials), Director, Cadence 

 Innovation, LLC of Detroit MI (Automotive Interiors), Director, Atlas Air World 

 Wide Holdings, Inc. of Purchase, NY (Air Cargo), Director, Trident 

 Resources Corporation, Inc. of Calgary, AB (Natural Gas), Director

 Nybron Flooring International Corp. of Zurich, Switzerland. (Parquet Flooring), 

 Director, BHM Technologies, Inc. of Ionia MI. (Automotive Seating Mfr.). 

 Director, Hayes-Lemmerz International of Northville MI. (Automotive Wheel Mfr.), 

 Director, Hilite International of Cleveland OH. (Automotive Valve Mfr.)

 Recent consulting or interim executive management clients include:

 Peguform s.r.o. of Liberec Cz and Paris Fr (Automotive Interiors), 

 Sedo Chemical Gmbh of Berlin Ger. (Rubber Manufacturing), 

 and L’Isolante K-Flex SA. of Milan Italy (Rubber Manufacturing), 

 Exide Technologies, Valley Bank, Reeves Brothers Corp, Haights Cross 

 Communications, Key Plastics, LLC. and Rural Metro Corporation. 

2003-2005: RBX Industries, Inc. President and CEO Roanoke VA

 As President and CEO, executed orderly wind down of parent and affiliated 

 companies through bankruptcy and liquidation proceedings with sale of 

 essentially all of company assets to strategic buyers world-wide resulting 

 in both retention of 90% of production employees and 100% recovery to 

 secured creditors. Mr. Bernlohr is widely recognized as having created

 maximum value by voluntarily filing RBX as a result of anticipated 

 pension and post retirement liabilities. 
2001: RBX Industries, Inc. President and COO 

 Sold 4 of 8 operating divisions at 15X multiple.

 Outsourced $200,000,000 revenue dollars to Asia and Europe.

 Initiated, closed and executed Italian joint venture. 

 Recruited and developed world class management team.

1999: RBX Industries, Inc. Executive Vice President

 Managed 1000 member USW labor strike to new CBA. 

 Integrated Uniroyal Rubber acquisition 

1998: RBX Industries, Inc. Senior Vice President

 Scripted and presented Ops portion of road show. Raised $240mm new debt and 

equity. 

1997: RBX Industries, Inc. Vice President, Marketing and Sales 

 Doubled revenue and 5X net margin through product line and brand 

rationalization, obsolescence of product segments, new product introductions, 

and created new corporately located national sales and marketing organization. 

1992-1997: Armstrong World Industries, Inc. Division Sls & Mkt Mgr. Lancaster PA

 Prior to joining RBX in 1997, 16 year tenure with Armstrong within 

 International and Industry Products Divisions. As Division Sales and 

 Marketing Manager, doubled revenue and increased profitability by 

 400% through new market development, sales and administrative cost 

 reductions and effective pricing strategies. During the course of employment 

 with Armstrong, recipient of numerous company and industry awards. 

1990: Armstrong World Industries, Inc. National Sales Manager, Lancaster PA

1987: Armstrong World Industries, Inc. District Manager, New York NY

1985: Armstrong World Industries, Inc. Asst. Marketing Mgr., Lancaster PA

1983: Armstrong World Industries, Inc. Marketing assignment, Dallas TX

1982: Armstrong World Industries, Inc. Marketing assignment, Tulsa OK

1981: Armstrong World Industries, Inc. Marketing Trainee, Lancaster PA

Education and Training

1981: Penn State University, University Park PA. Bachelor of Arts, 

 College of Liberal Arts May 1981.

1984: Phillip Crosby Quality College, Quality Management Program

1994: Management by Armstrong® Training Program. 

1994: International Executive Management Outward Bound®

1995: Executive Management Training Program, Finance, Armstrong 

2002: Six Sigma Manufacturing Leadership

2003: Lean Manufacturing Executive Training
Other relevant information

Significant international experience in both Europe and Asia including international assignments 

in Germany, England, France, Czech Republic, and Mexico. Participant in plant start-up team in 

China for Armstrong World Industries. Formed and executed Italian manufacturing, marketing 

and distribution joint venture and established contract manufacturing facilities in Taiwan, Korea, 

and China for RBX Industries. 

Featured and participating speaker at Crisis Management, Distressed Debt, and Recovery 

Maximization seminars and symposiums.

Former Director, Cadence Innovation Cz. s.r.o., sold to Magna Interiors 2009 

Former Director, General Chemical, sold to Tata Industries 2007 

Former Director, WCI Steel sold to Severstal Steel 2008

Former Director, RBX Industries sold to multiple buyers 2005 

Former Director, NeoCork LLC sold to Management in 2005 

Former Director, Eastern States Insulation Contractors Association

Former Director, Petals USA

Former collegiate athlete, (ice hockey). Former member Outdoor Sports Writers Association. 

Married 26 years, 3 children. 

RBX Industries, Inc. 

Rubatex Corporation, President and CEO

OleTex Corporation, President and CEO

Midwest Rubber Custom Mixing Corporation, President and CEO

Hoover Hanes Rubber Custom Mixing, Inc., President and CEO

NeoCork Acquisition Corporation, President and Chief Operating Officer

Universal Polymer Disposition Corporation, President and CEO

Waltex, Inc. President and CEO

Bondtex Inc. President and CEO

Ensolite® (Formerly Ensolite Division of Uniroyal Rubber) President and CEO
Curriculum Vitae

James Stuart Gilmore, III

Education

University of Virginia, BA Foreign Affairs, 1971

University of Virginia School of Law, JD, 1977

Military Service United States Army, Military Intelligence, 1971-1974

Trained in German Language, Defense Language Inst., Monterey, CA

Stationed in Mannheim, Germany, 1972-1974

Awarded The Joint Service Commendation Medal for service to 

NATO - 1974

Legal Career

Private Law Practice, 1977-1987

Elected Commonwealth’s Attorney, Henrico County, VA 1987-1993

 -Managed large prosecutor’s office

 -Personally tried hundreds of criminal prosecutions

Elected Attorney General of Virginia, 1993-1997

-Managed all legal affairs and litigation on behalf of the 

Commonwealth of Virginia

-Reorganized the entire office, assembling new divisions and 

established a new headquarters building

-Opened branch offices in Northern Virginia and Hampton 

Roads

Governor of Virginia, 1998-2001

Cut taxes, created more than 200,000 jobs, established criteria for 

Standards of Learning for public education, extensive work in 

economic development including trade missions to The United 

Kingdom, Ireland, Germany, Chile, Argentina, Brazil, Japan, South 

Korea, Taiwan and Hong Kong.

Candidate for US Senate (Virginia), 2008
Commissions and Panels

- Chairman, US Congressional Advisory Commission on Electronic 

Commerce, 1998-1999

- Chairman, US Congressional Advisory Panel to Assess Domestic 

Response Capabilities Involving Terrorism and Weapons of Mass 

Destruction, 1999-2003

- Chairman, Republican National Committee, 2001

- Chairman, Board of Visitors, US Air Force Academy, 2002-2005, 

by appointment of the President; Awarded the Air Force 

Exceptional Service Award for service to the Air Force Academy, 

2006.

Business Experience

- Partner, Kelley, Drye and Warren, LLC, Washington, DC 2002-

2008

- Member of the Virginia Bar and the District of Columbia Bar

- Board of Directors, Atlas Airlines, Purchase, NY, 2002 – Present

*Previous service on Compensation Committee

*Presently Chairman of the Nominating & Governance Committee

- Board of Directors, Cypress Telecommunications, Atlanta, GA, 

2003- Present

*Member of the Security Committee that reports to the U.S. Govt. 

CIFIUS Committee

- Board of Directors, CACI Inc., Arlington, VA, 2008 – Present

*Member of Compensation Committee

*Member of Investor Relations Committee

*Member of Strategic Relations Committee

- Chairman, Board of Directors, Everquest Financial Ltd., New 

York, NY, 2006 – Present

- Board of Directors, Barr Pharmaceuticals, Montvale, NJ 2002 – 

2008

*Served on the Compensation Committee

- Board of Directors, IDT Corp, Newark, NJ, 2002 – 2006

- Have previously served in federal business advisory capacity to 

CSC Corporation, Hewlett-Packard, Lucent, and Unisys

Additional Activities
- Have lectured extensively on Homeland Security matters across 

the United States

- In additional to travel as Governor, have also traveled to Israel, 

Pakistan, Afghanistan, and Croatia

Memberships

- Member, Council on Foreign Relations, New York and 

Washington, DC

- Board Member, National Rifle Association, Fairfax, VA

- Founding Board Member, National Civil War Museum, Richmond, 

VA

- Member, National Association of Corporate Directors, 

Washington, DC




 FREDERICK McCORKLE

 RESUME

EXPERIENCE:

Nov. 2001 – Independent Businessman Gray,TN 

Present - Currently serving on the Boards of Directors 

 of Atlas Air Worldwide Holdings, Inc., Rolls 

 Royce North America, JURA Corporation and 

 Lord Corporation. 

- Charitable activities include service on the 

Boards of The Jewish Institute for National 

Security Affairs, The Navy and Marine 

Association and The Marine Corps Law 

Enforcement Foundaiton. 

June 1966 – United States Marine Corps (retired with the rank

Oct. 2001 of Lieutenant General)

- After completion of Officer Candidates School and The 

Basic School, attended Naval Flight School and was 

designated for Naval Aviation. Flew over 1,500 combat 

missions during career.

- Operational assignments included billets as

Commanding Officer MAWTS-1; Head of Operations for 

First Marine Aircraft Wing, Okinawa, Japan; Head of 

Operations, Second Marine Aircraft Wing, Cherry Point, NC; 

Commanding Officer, MAG-29, New River, NC; Commander, 

Marine Corps Air Bases Eastern Area and Commanding 

General, MCAS, Cherry Point, NC; Commanding General, 

Third Marine Aircraft Wing, MCAS, El Toro, CA; Deputy 

Commandant for Aviation, Washington, DC. 

EDUCATION:

1966 East Tennessee State University

B.S. in Education 

1979 Pepperdine University

M.S. in Administration