UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
HAWAIIAN AIRLINES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
419849-104
(CUSIP Number)
Thomas X. Fritsch, Esq.
885 Third Avenue
34th Floor
New York, New York 10022
Tel. No.: (212) 888-5500
With a copy to:
Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York, 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 8, 2002
(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 which 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
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This document consists of 7 pages
CUSIP No. 419849-104 Page 2 of 7 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIRLINE INVESTORS PARTNERSHIP, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 14,159,403
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
----------------------------------------
9 SOLE DISPOSITIVE POWER
14,159,403
----------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,408
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 419849-104 Page 3 of 7 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIP GENERAL PARTNER, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 14,159,403
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
----------------------------------------
9 SOLE DISPOSITIVE POWER
14,159,403
----------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,408
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
CUSIP No. 419849-104 Page 4 of 7 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. ADAMS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 14,433,408
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
--
----------------------------------------
9 SOLE DISPOSITIVE POWER
14,433,408
----------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,408
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 419849-104 Page 5 of 7 Pages
AMENDMENT NO. 6 TO SCHEDULE 13D
This is Amendment No. 6 (this "AMENDMENT") to the Schedule 13D filed by
the Reporting Parties with respect to the Common Stock, par value $.01 per share
(the "COMMON STOCK"), of Hawaiian Airlines, Inc. (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, and as amended by Amendment No. 5, dated as of May 31,
2002 (the "ORIGINAL SCHEDULE 13D").
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by inserting at the end
thereof the following:
On May 31, 2002, the Company announced that it commenced a tender offer
to purchase for cash up to 5,880,000 shares of the Common Stock at a price of
$4.25 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 31, 2002 and the related
Letter of Transmittal (the "OFFER"). Airline Investors Partnership, L.P. ("AIP")
tendered all of the 18,181,818 shares of Common Stock that it owns in the Offer,
on the condition that in no event would the Company accept for payment more than
that number of AIP's shares of Common Stock that would cause its ownership
interest in the Company, following completion of the Offer, to be less than or
equal to 50.0%. In addition, John W. Adams tendered all of the 30,825 shares of
Common Stock that he owns in the Offer.
The Offer, which was oversubscribed, expired at 12:00 midnight, New
York City time, on June 27, 2002. On July 8, 2002, the Company announced the
final results of the Offer. According to the final count, 26,578,337 shares were
tendered and not withdrawn. The Company accepted 5,880,000 properly tendered
shares on a pro rata basis, with a proration factor of approximately 22.12%.
Based on the final proration factor, the Company accepted for payment 4,022,415
shares of Common Stock from AIP and 6,820 shares of Common Stock from Mr. Adams.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Item 5(a) is hereby amended and supplemented by inserting at
the end thereof the following:
According to Amendment No. 4 to the Schedule TO filed by the Company
with the Securities and Exchange Commission on July 9, 2002, there were
27,814,143 shares of Common Stock outstanding as a result of the completion of
the Offer and subsequent option exercises.
As a result of the completion of the Offer, AIP and AIP General
Partner, Inc. ("AIP GP") are the beneficial owners of 14,159,403 shares of
Common Stock, which constitute approximately 50.9% of the outstanding shares of
Common Stock.
As a result of the completion of the Offer, Mr. Adams is the beneficial
owner of 14,433,408 shares of Common Stock, which constitute approximately 51.4%
of the outstanding shares of Common Stock.
CUSIP No. 419849-104 Page 6 of 7 Pages
(b) Item 5(b) is hereby amended and supplemented by inserting at
the end thereof the following:
As a result of the completion of the Offer, AIP and AIP GP have sole
power to vote and to dispose of 14,159,403 shares of Common Stock.
As a result of the completion of the Offer, Mr. Adams has the sole
power to vote and to dispose of 14,433,408 shares of Common Stock.
(c) Item 5(c) is hereby amended and supplemented by incorporating
by reference the information set forth in Item 4 of this Amendment.
CUSIP No. 419849-104 Page 7 of 7 Pages
SIGNATURES
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.
July 11, 2002
AIRLINE INVESTORS PARTNERSHIP, L.P.
By: AIP General Partner, Inc.,
its general partner
By: /s/ John W. Adams
---------------------------------------
Name: John W. Adams
Title: President
AIP GENERAL PARTNER, INC.
By: /s/ John W. Adams
---------------------------------------
Name: John W. Adams
Title: President
/s/ John W. Adams
--------------------------------------------
John W. Adams