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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 10, 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
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 February 10, 2004, Boeing Capital Corporation ("Boeing Capital"), BCC
Equipment Leasing Corporation ("BCC"), and Corporate Recovery Group, LLC
("CRG") filed a joint plan of reorganization (the "Proposed Boeing Plan") with
the Bankruptcy Court that proposes to recapitalize Hawaiian Airlines. Boeing
Capital is the financing subsidiary of The Boeing Company and is among
Hawaiian Airlines' largest creditors. The Proposed Boeing Plan is subject to
approval by the Bankruptcy Court and Hawaiian Airlines' creditors.
Under the Proposed Boeing Plan, CRG would make an investment of $30
million in Hawaiian Airlines in exchange for receiving 90% of the fully
diluted common stock of the reorganized company. Large unsecured claims from
creditors would be settled in the form of subordinated notes and warrants to
acquire up to 10% of the common stock in the new company, plus distributions
from a proposed litigation trust. Small unsecured claims would receive a cash
distribution equal to 50% of their claims. Under the Proposed Boeing Plan,
Boeing Capital, BCC, and CRG would not attribute any value to the existing
equity in Hawaiian Airlines that is owned by the Registrant, and the plan
proponents are proposing to cancel that existing equity interest. If the
Proposed Boeing Plan were to be confirmed by the Bankruptcy Court and Hawaiian
Airlines' creditors as proposed, it would have the effect of rendering the
Registrant's common stock worthless. Boeing Capital, BCC, and CRG are also
seeking to have the Bankruptcy Court enter an order by February 27, 2004 or as
soon as the court's calendar will permit that would establish a deadline of
April 15, 2004 for competing bids to be submitted to the Bankruptcy Court and
establish a schedule for other events related to the reorganization to occur.
While the Registrant has received the Proposed Boeing Plan from the
Bankruptcy Court and is continuing to review it, the Registrant believes there
are a number of details that are not made clear by the Proposed Boeing Plan
and notes the plan neither attributes specific values to assets of Hawaiian
Airlines, nor does it include any information concerning how Hawaiian Airlines
has been valued under the plan. The Registrant expects other reorganization
plans will be submitted to the Bankruptcy Court, and the Registrant intends to
formulate its own reorganization plan for Hawaiian Airlines that will provide
for a 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 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; 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.
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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 Airlines' equity will
be restructured in a manner that will substantially reduce or eliminate any
remaining value in Hawaiian Airlines' 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.
Not Applicable/None
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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: February 13, 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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