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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
September 20, 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 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 September 20, 2003, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the month of August 2003 (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 the text of the Operating Report
as filed with the Bankruptcy Court, and is herein incorporated by reference.
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.
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. IN ADDITION, THE REGISTRANT OBTAINED THE
OPERATING REPORT FROM THE BANKRUPTCY COURT AND NOT FROM HAWAIIAN AIRLINES
ITSELF. THE OPERATING REPORT IS RECEIVED BY THE REGISTRANT IN HARD COPY FORM
AND IN THE SAME CONDITION AS IT IS AVAILABLE PUBLICLY FROM THE BANKRUPTCY
COURT. THE REGISTRANT HAS NO MEANS TO OBTAIN AN ELECTRONIC COPY OF THE
OPERATING REPORT, AND AS A RESULT OF THE CONDITION IN WHICH THE OPERATING
REPORT IS RECEIVED BY THE REGISTRANT, THERE MAY BE INFORMATION CONTAINED IN
THE OPERATING REPORTS OF THIS NATURE THAT IS UNCLEAR OR ILLEGIBLE. 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.
In addition, on September 22, 2003, the Registrant received notice that
the Securities and Exchange Commission (the "SEC") has opened a formal,
nonpublic investigation of the Registrant and several of its officers related
to the tender offer that the Registrant announced on May 31, 2002 and that was
subsequently consummated. The Registrant intends to cooperate fully with the
SEC in connection with the investigation.
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 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 their 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;
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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 the Registrant'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 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 September
20, 2003, to the Bankruptcy Court for the period ending August 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: October 1, 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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