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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
February 20, 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 10022
New York, NY (Zip Code)
(Address of Principal Executive Offices)
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 February 20, 2004, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the month of January 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.
Hawaiian Airlines has also indicated in the Operating Report 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. Hawaiian
Airlines has indicated that, at the conclusion of its year-end closing process
and audit, the final results will be reported in accordance with generally
accepted accounting principles.
THE OPERATING REPORT HAS NOT BEEN PREPARED BY THE REGISTRANT OR
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 HAS NO MEANS TO
INDEPENDENTLY VERIFY 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. 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. FOR THESE REASONS, THE REGISTRANT CAUTIONS
READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN THE
OPERATING REPORT. THE OPERATING REPORT IS BEING PROVIDED SOLELY FOR
INFORMATION PURPOSES.
On February 26, 2004, Robert C. Konop (the "Plan Sponsor"), an
employee of Hawaiian Airlines, filed a plan of reorganization (the "Proposed
Konop Plan") with the Bankruptcy Court that proposes to recapitalize Hawaiian
Airlines. The Proposed Konop Plan is subject to approval and confirmation by
the Bankruptcy Court and Hawaiian Airlines creditors.
Under the Proposed Konop Plan, creditors of Hawaiian Airlines would
receive full payment for their claims in exchange for cash, property, new
equity of Hawaiian Airlines, or varying combinations thereof depending on the
class of claim involved. In addition, under the Proposed Konop Plan, Hawaiian
Airlines would receive a capital infusion of approximately $100 million
through a combination of, among other things, new equity investments from a
to-be-identified individual or group; a two year 10% pay reduction contributed
by major unionized employee groups in exchange for certain contract
modifications; a contribution by the Air Line Pilots' Association in an amount
equal to a pending claim related to deferred salaries; and a proposed initial
public offering of Hawaiian Airlines within 15 months of confirmation of the
plan. Such contributions would be made in exchange for equity of Hawaiian
Airlines. The Proposed Konop Plan also contemplates that Mr. John W. Adams,
Chairman and Chief Executive Officer of the Registrant, contribute $17 million
in exchange for equity of Hawaiian Airlines and settlement of certain
outstanding litigation that has previously been commenced against Mr. Adams,
the Registrant, and certain affiliates, which litigation was disclosed in the
Registrant's Current Report on Form 8-K filed December 3, 2003. Under the
Proposed Konop Plan, the existing equity in Hawaiian Airlines that is owned by
the Registrant would be cancelled, but holders of common stock of the
Registrant would receive a distribution of one share of common stock in
Hawaiian Airlines for each five shares of common stock of the Registrant. The
Proposed Konop Plan also contemplates that existing holders of the
Registrant's common stock would have the right to purchase one share of new
common stock of Hawaiian Airlines for each share of the Registrant's common
stock that is owned.
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The Registrant has received the Proposed Konop Plan from the
Bankruptcy Court and is continuing to review it. Neither the Registrant nor
any of its officers or directors is part of the Proposed Konop Plan. The
Registrant expects other reorganization plans will be submitted to the
Bankruptcy Court, and, as previously disclosed, the Registrant intends to
formulate its own reorganization plan for Hawaiian Airlines that will provide
for more equitable treatment of all constituencies involved in the
reorganization, including existing holders of the Registrant's common stock.
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 February 20, 2004, to the
Bankruptcy Court for the period ending
January 31, 2004.
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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: March 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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