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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the Securities Exchange Act of 1934
March 19, 2004
Date of Report (Date of Earliest Event Reported)
Hawaiian Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-31443 71-0879698
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
885 Third Avenue, 34th Floor
New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 888-5500
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ITEM 5. Other Events and Regulation FD Disclosure.
As previously disclosed in the Registrant's Current Report on Form
8-K filed on March 21, 2003, the Registrant's Form 12b-25 filed on March 21,
2003, and the Registrant's Form 12b-25 filed on April 30, 2003, on March 21,
2003 Hawaiian Airlines, Inc. ("Hawaiian Airlines"), the sole operating
subsidiary of the Registrant, filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11
Filing") in the United States Bankruptcy Court for the District of Hawaii (the
"Bankruptcy Court") (Case No. 03-00827).
On March 19, 2004, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the month of February 2004 (the "Operating Report") with
the Bankruptcy Court. Pursuant to the Registrant's disclosure contained in the
Registrant's Form 12b-25 that was filed on August 14, 2003, the Registrant is
furnishing the Operating Report as an exhibit to this Form 8-K. Exhibit 99.1
to this Current Report on Form 8-K contains a copy of the Operating Report as
filed with the Bankruptcy Court. The Operating Report shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
in such filing.
As also previously reported in the Registrant's Current Report on
Form 8-K filed on March 2, 2004, Hawaiian Airlines has indicated that it is in
the process of completing a more extensive year-end closing review of its
financial statements and results of operations. Hawaiian Airlines has
indicated that such year-end closing will likely include a final preparation
and audit of Hawaiian Airlines' financial statements for the year ended
December 31, 2003, and may result in a variety of adjustments, some of which
may have a material impact on the Operating Report, as well as other Monthly
Operating Reports that have previously been filed by the Registrant. On March
25, 2004, Hawaiian Airlines released its audited income statement for the year
ended December 31, 2003 (the "Income Statement"). The Income Statement
indicates that in 2003, Hawaiian Airlines generated a $77.5 million operating
profit, making it the third most profitable airline in the United States.
Hawaiian Airlines also indicated that it will release a full set of audited
financial statements when they become available. A copy of the Income
Statement as available on Hawaiian Airlines' website is attached as Exhibit
99.2 hereto. The Income Statement shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth in such filing.
THE OPERATING REPORT AND THE INCOME STATEMENT HAVE NOT BEEN PREPARED
BY THE REGISTRANT. THE OPERATING REPORT HAS NOT BEEN REVIEWED BY THE
REGISTRANT PRIOR TO ITS SUBMISSION TO THE BANKRUPTCY COURT, CONTAINS FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR
REVIEWED BY INDEPENDENT ACCOUNTANTS, IS NOT PRESENTED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE
RECONCILIATION OR ADJUSTMENTS. THE REGISTRANT OBTAINED THE OPERATING REPORT
FROM COUNSEL TO HAWAIIAN AIRLINES AS SUCH COUNSEL INDICATED SUCH REPORT HAD
BEEN FILED WITH THE BANKRUPTCY COURT. THE REGISTRANT OBTAINED THE INCOME
STATEMENT FROM THE HAWAIIAN AIRLINES WEBSITE. THE REGISTRANT HAS NO MEANS OF
INDEPENDENTLY VERIFYING THE INFORMATION CONTAINED IN THE OPERATING REPORT,
OTHER THAN BY COMPARISON TO THE OPERATING REPORT AS RECEIVED BY THE REGISTRANT
FROM COUNSEL TO HAWAIIAN AIRLINES, AND HAS NO MEANS OF INDEPENDENTLY VERIFYING
THE INFORMATION CONTAINED IN THE INCOME STATEMENT. THE OPERATING REPORT MAY
ALSO CONTAIN INFORMATION FOR PERIODS THAT ARE SHORTER OR OTHERWISE DIFFERENT
FROM THOSE CONTAINED IN THE REGISTRANT'S REPORTS REQUIRED TO BE MADE PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REGISTRANT MAKES NO
REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY OF THE INFORMATION
CONTAINED IN THE OPERATING REPORT OR THE INCOME STATEMENT. FOR THESE REASONS,
THE REGISTRANT CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE
INFORMATION CONTAINED IN THE OPERATING REPORT OR THE INCOME STATEMENT. THE
OPERATING REPORT AND INCOME STATEMENT ARE BEING PROVIDED SOLELY FOR
INFORMATION PURPOSES.
On March 23, 2004, the Registrant announced that John W. Adams, the
Registrant's Chairman and Chief Executive Officer, and certain of his
affiliates had entered into an arrangement with Mr. Donald J. Carty pursuant
to which Mr. Carty would partially fund and manage an entity (the "New
Investor") to be formed for the purpose of holding a portion of the common
stock of the reorganized Hawaiian Airlines in furtherance of the preliminary
Plan of Reorganization that the Registrant and AIP, LLC filed in the
Bankruptcy Court on March 1, 2004 (the "HHI Plan"). As the manager of the New
Investor, Mr. Carty would have the sole power to vote or direct the voting of
the shares of the reorganized Hawaiian Airlines held by the New Investor, Mr.
Adams, or his affiliates. In addition, if the HHI Plan were confirmed by the
Bankruptcy Court, the arrangement contemplates that AIP, LLC would contribute
to the New Investor shares of the reorganized Hawaiian Airlines that it may
hold, in exchange for a proportionate interest in the New Investor. Under the
arrangement, the parties would use commercially reasonable efforts to amend
the preliminary HHI Plan as necessary to provide that Mr. Carty would assume
the position of Chairman of the Board of the reorganized Hawaiian Airlines.
Mr. Carty is the former Chairman and Chief Executive Officer of AMR Corp., the
parent company of American Airlines, Inc.
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This current report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
that reflect the current views of the Registrant with respect to certain
current and future events and financial performance. Such forward-looking
statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the operations and business environments
of the Registrant and Hawaiian Airlines that may cause the actual results of
the Registrant and Hawaiian Airlines to be materially different from any
future results, expressed or implied, in such forward-looking statements.
Factors that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, the following: the
ability of the Registrant and Hawaiian Airlines to continue as a going
concern; the ability of Hawaiian Airlines to obtain court approval with
respect to motions in the Chapter 11 proceeding prosecuted by it from time to
time; the ability of Hawaiian Airlines to develop, prosecute, confirm and
consummate one or more plans of reorganization with respect to the Chapter 11
case; risks associated with third parties seeking to propose and confirm one
or more plans of reorganization with respect to the Chapter 11 case; risks
associated with the appointment of a Chapter 11 trustee and the ability of the
Chapter 11 trustee to successfully manage the day-to-day operations of
Hawaiian Airlines; risks associated with the Chapter 11 trustee or third
parties seeking to convert the case to a Chapter 7 case; the ability of
Hawaiian Airlines to obtain and maintain normal terms with vendors and service
providers; the ability of Hawaiian Airlines to maintain contracts that are
critical to its operations; the potential adverse impact of the Chapter 11
case on the liquidity or results of operations of the Registrant and Hawaiian
Airlines; the ability of Hawaiian Airlines to fund and execute its business
plan; the ability of the Registrant and Hawaiian Airlines to attract, motivate
and/or retain key executives and associates; the ability of Hawaiian Airlines
to attract and retain customers; demand for transportation in the markets in
which Hawaiian Airlines operates; economic conditions; the effects of any
hostilities or act of war (in the Middle East or elsewhere) or any terrorist
attack; labor costs; financing costs; the cost and availability of aircraft
insurance; aviation fuel costs; security-related costs; competitive pressures
on pricing (particularly from lower-cost competitors); weather conditions;
government legislation and regulation; consumer perceptions of the products of
Hawaiian Airlines; and other risks and uncertainties set forth from time to
time in the Registrant's reports to the U.S. Securities and Exchange
Commission.
Similarly, these and other factors, including the terms of any
reorganization plan ultimately confirmed, can affect the value of the various
pre-petition liabilities of Hawaiian Airlines and the common stock and/or
other equity securities of the Registrant. No assurances can be given as to
what values, if any, will be ascribed in the bankruptcy proceedings to each of
these constituencies, and it is possible that Hawaiian Airline's equity will
be restructured in a manner that will substantially reduce or eliminate any
remaining value in Hawaiian Airline's equity and, therefore, in the
Registrant's equity. In addition, other factors may also affect the liquidity
and value of the Registrant's securities. Such factors include: uncertainty as
to whether, or for how long the Registrant's securities will continue to be
listed or traded on Amex, and the uncertainty whether, should the Registrant's
securities cease to be listed or traded on Amex, a comparable or substitute
trading medium can be found. Accordingly, the Registrant urges that the
appropriate caution be exercised with respect to existing and future
investments in any of these liabilities and/or securities.
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ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable/None.
(b) Pro Forma Financial Information.
Not Applicable/None.
(c) Exhibits.
Exhibit Number Document Description
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99.1 Hawaiian Airlines, Inc. Monthly Operating
Report, dated March 19, 2004, to the
Bankruptcy Court for the period ending
February 29, 2004.
99.2 Hawaiian Airlines, Inc. Audited Income
Statement for the year ended December 31,
2003.
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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.
Date: April 2, 2004 By: Hawaiian Holdings, Inc.
By: /s/ John W. Adams
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John W. Adams
Chairman of the Board of Directors
and Chief Executive Officer
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