UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 9)
Under the Securities Exchange Act of 1934
HAWAIIAN HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
419879-101
(CUSIP Number)
Thomas X. Fritsch, Esq.
885 Third Avenue
34th Floor
New York, New York 10022
Tel. No.: (212) 888-5500
COPY TO:
John K. Hughes
Sidley, Austin, Brown & Wood LLP
1501 K Street, N.W.
Washington, D.C. 20005
Tel. No.: (202) 736-8000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 23, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
SCHEDULE 13D
Cusip No. 419879-101
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (ENTITIES ONLY)
AIP, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 14,159,403
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,159,403
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,159,403
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.94%
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14 TYPE OF REPORTING PERSON
CO (limited liability company)
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Cusip No. 419879-101
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Adams
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 14,433,408
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,433,408
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PERSON 10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,408
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.89%
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14 TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 9 TO SCHEDULE 13D
This is Amendment No. 9 (this "Amendment") to the Schedule 13D filed by the
reporting persons listed above with respect to the Common Stock, par value $.01
per share (the "Common Stock"), of Hawaiian Holdings, Inc., a Delaware
corporation (the "Company"), dated as of January 18, 1996, as amended by
Amendment No. 1, dated as of January 31, 1996, as amended by Amendment No. 2,
dated as of December 19, 2001, as amended by Amendment No. 3, dated as of April
22, 2002, as amended by Amendment No. 4, dated as of May 7, 2002, as amended by
Amendment No. 5, dated as of May 31, 2002, as amended by Amendment No. 6, dated
as of July 11, 2002, as amended by Amendment No. 7, dated as of September 9,
2002, and as amended by Amendment No. 8, dated as of March 5, 2004 (the
"Original Schedule 13D").
This Amendment should be read in conjunction with, and is qualified in its
entirety by reference to, the Original Schedule 13D and the applicable exhibits
thereto. Except as disclosed in and amended by this Amendment, all information
set forth in the Original Schedule 13D is unaffected hereby.
Item 4 of the Original Schedule 13D is hereby supplemented by the
following:
Item 4. Purpose of Transaction.
As previously disclosed in the Company's Current Report on Form 8-K filed
on March 21, 2003, the Company's Form 12b-25 filed on March 21, 2003, and the
Company's Form 12b-25 filed on April 30, 2003, on March 21, 2003 Hawaiian
Airlines, Inc. ("Hawaiian Airlines"), the sole operating subsidiary of the
Company, filed a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Hawaii (the "Bankruptcy Court") (Case No. 03-00827).
Also, as previously disclosed in the Original Schedule 13D, on March 1,
2004 the Company and AIP, LLC filed a preliminary plan of reorganization (the
"Proposed HHI Plan") with the Bankruptcy Court that proposes to recapitalize and
reorganize Hawaiian Airlines. The Company also issued a press release on March
1, 2004 relating to the Proposed HHI Plan. The Proposed HHI Plan is subject to
approval and confirmation by the Bankruptcy Court and Hawaiian Airlines'
creditors.
On March 23, 2004, the Company announced that John W. Adams, the Company'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 Proposed 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 Proposed 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 Proposed 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.
Item 7. Material to be Filed as Exhibits.
Not applicable/None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 2, 2004
AIP, LLC
By: /s/ John W. Adams
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Name: John W. Adams
Title: Managing Member
/s/ John W. Adams
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John W. Adams