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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
AUGUST 15, 2003
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 AVE., 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 Current Report on Form 8-K for Hawaiian Holdings,
Inc. (the "Company") that was 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,
Hawaiian Airlines, Inc. ("HAWAIIAN AIRLINES"), the Company's sole operating
subsidiary, earlier filed a voluntary petition for reorganization under Chapter
11 of the United States Bankruptcy Code (the "CHAPTER 11 CASE") in the United
States Bankruptcy Court for the District of Hawaii (the "BANKRUPTCY COURT")
(Case No. 03-00827). Thereafter, and as also previously reported in the
Company's Current Report on Form 8-K that was filed on June 2, 2003, on May 30,
2003, the U.S. Trustee's Office, with approval of the Bankruptcy Court, selected
an initial trustee to serve as the trustee in the Chapter 11 Case. Since that
time, the initial trustee has resigned and a replacement trustee has been
selected to serve as the trustee (the "TRUSTEE") in the Chapter 11 Case.
In addition, as also previously disclosed in the Company's Current Report on
Form 8-K that was filed on July 15, 2003, Mellon Investor Services, LLC
("MELLON") resigned as the stock transfer agent for the Company as of the close
of business on July 14, 2003. Subsequently, on August 15, 2003, the Company
issued a news release stating that the Company and Mellon reached an agreement
pursuant to which Mellon has agreed to continue as the transfer agent for the
Company, and Mellon has been reinstated as the Company's stock transfer agent as
of such date. As a result, shareholders that hold shares of the Company's common
stock in their own name as shareholders of record are once again able to
re-register such shares and have the ownership of such shares transferred to
another shareholder's name. In addition, shareholders that hold shares of the
Company's common stock in street name, such as in a stock brokerage account or
by a bank or other nominee, are once again able to request physical certificates
evidencing such shares. A copy of the news release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K.
In light of Mellon's earlier resignation as transfer agent, on July 14, 2003,
the American Stock Exchange ("AMEX"), which is the exchange on which shares of
common stock of the Company are listed, had initiated a halt on trading of such
stock. The Company has engaged in discussions with Amex with regard to the
cessation of the trading halt and, based on those discussions, and given
Mellon's reinstatement as transfer agent, the Company anticipates that the
trading halt initiated by Amex will be lifted by Amex within the next several
days, at which time public trading on Amex in shares of the Company's stock
(Stock Symbol "HA") can resume as normal. The Company is also currently engaged
in ongoing discussions with Amex regarding the Company's continued listing on
Amex.
On July 28, 2003, the Trustee issued a letter to the employees of Hawaiian
Airlines (the "TRUSTEE LETTER"). In the Trustee Letter, the Trustee announced
that Hawaiian Airlines' financial information for June 2003, as filed with the
Bankruptcy Court, shows considerable improvement over the same period in 2002.
Among other information, the Trustee Letter reports that Hawaiian Airlines
recorded an operating profit of $10.7 million for June 2003. A copy of the
Trustee Letter is attached hereto as Exhibit 99.2 to this Current Report on Form
8-K. It should be noted that the Company has not had access to the financial
information referenced in the Trustee Letter, and is not in a position to verify
such information at this time.
Concurrent with the filing of this Current Report on Form 8-K, the Company is
also filing a Notification of Late Filing of Periodic Reports on Form 12b-25
with respect to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003 (the "10-Q NT"). The 10-Q NT provides, among other
things, that in light of the appointment of the Trustee, who is in control of
Hawaiian Airlines, and the resignation of Ernst & Young, LLP as the auditors of
the Company as previously disclosed in the Company's Current Report on Form 8-K
filed on June 20, 2003, the Company is not in possession of relevant and
material information that is needed to complete all of the work necessary in
order to timely file the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003. As a result, the Company is not in a position to
make such filing without unreasonable effort and expense. On May 21, 2003, June
20, 2003, and July 18, 2003, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the period March 21, 2003 through April 30, 2003, for the
month of May 2003, and for the month of June 2003, respectively, (the "MONTHLY
OPERATING REPORTS"), with the Bankruptcy Court as required by the United States
Trustee's Operating and Reporting Requirements for Chapter 11 Cases. As
referenced in the 10-Q NT, the Company is undertaking to provide, with this
Current Report on Form 8-K, the aforementioned Monthly Operating Reports of
Hawaiian Airlines. The Company will also undertake to provide, under cover of
separate Current Reports on Form 8-K, additional Monthly Operating Reports that
Hawaiian Airlines files with the Bankruptcy Court on an ongoing basis, as and
when such Monthly Operating Reports are provided or made available to the
Company.
Exhibits 99.3, 99.4 and 99.5 to this Current Report on Form 8-K contain copies
of the aforementioned Monthly Operating Reports as filed with the Bankruptcy
Court, and are incorporated herein by reference. The Monthly Operating Reports
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall they 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 MONTHLY OPERATING REPORTS HAVE NOT BEEN PREPARED BY THE COMPANY OR REVIEWED
BY THE COMPANY PRIOR TO THEIR SUBMISSION TO THE BANKRUPTCY COURT, CONTAIN
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED
OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION OR ADJUSTMENTS. THE
MONTHLY OPERATING REPORTS ALSO CONTAIN INFORMATION FOR PERIODS THAT MAY BE
SHORTER OR OTHERWISE DIFFERENT FROM THOSE CONTAINED IN THE COMPANY'S REPORTS
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. IN ADDITION, THE
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY OF THE
INFORMATION CONTAINED IN THE MONTHLY OPERATING REPORTS. FOR THESE REASONS, THE
COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION
CONTAINED IN THE MONTHLY OPERATING REPORTS. THE MONTHLY OPERATING REPORTS ARE
BEING PROVIDED SOLELY FOR INFORMATION PURPOSES.
There are many factors, including the terms of any reorganization plan
ultimately confirmed in the Chapter 11 Case, that can affect the value of the
various pre-petition liabilities of Hawaiian Airlines and the common stock
and/or other equity securities of the Company. 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 the Company's equity will be
restructured in a manner that will substantially reduce or eliminate any
remaining value. In addition, other factors may also affect the liquidity and
value of the Company's securities. Such factors include: uncertainty as to
whether, or for how long the Company's securities will continue to be listed or
traded on Amex; the uncertainty whether, should the Company's securities cease
to be listed or traded on Amex, a comparable or substitute trading medium can be
found; and, the uncertainty of Mellon's continuing as the stock transfer agent
for the Company. Accordingly, the Company urges that appropriate caution be
exercised with respect to existing and future investments in any of these
liabilities and/or securities.
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 Company 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 Company and Hawaiian Airlines
which may cause the actual results of the Company 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 Company and Hawaiian Airlines to continue
as going concerns; the ability of Hawaiian Airlines to obtain Court approval
with respect to motions in the Chapter 11 Case 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 Trustee and the ability of the Trustee to
successfully manage the day-to-day operations of Hawaiian Airlines; risks
associated with the Trustee or third parties seeking to convert the Chapter 11
Case to a case under Chapter 7 of the Bankruptcy Code; 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 Company and Hawaiian Airlines; the ability of
Hawaiian Airlines to fund and execute its business plan; the ability of the
Company 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 Company's reports to
the U.S. Securities and Exchange Commission.
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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 News Release, dated August 15, 2003.
99.2 Letter from Joshua Gotbaum, Trustee in
Case No. 03-00827, to the Employees of
Hawaiian Airlines,Inc., dated July 28, 2003.
99.3 Hawaiian Airlines, Inc. Monthly Operating
Report to the Bankruptcy Court for the
period March 21, 2003 through April 30, 2003,
dated May 21, 2003.
99.4 Hawaiian Airlines, Inc. Monthly Operating
Report to the Bankruptcy Court for the month
of May 2003, dated June, 20 2003.
99.5 Hawaiian Airlines, Inc. Monthly Operating
Report to the Bankruptcy Court for the month
of June 2003, dated July, 18 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: August 15, 2003 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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