UNITED STATES
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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 24, 2004
HAWAIIAN HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-31443 71-0879698
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
12730 HIGH BLUFF DRIVE
SUITE 180
SAN DIEGO, CA 92130
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 523-0171
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 June 24, 2004, Hawaiian Airlines filed its unaudited Monthly
Operating Report for the month of May 2004 (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 a copy of the Operating Report as filed
with the Bankruptcy Court. 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. THE REGISTRANT OBTAINED THE OPERATING REPORT FROM
COUNSEL TO HAWAIIAN AIRLINES AS SUCH COUNSEL INDICATED SUCH REPORT HAD BEEN
FILED WITH THE BANKRUPTCY COURT. THE REGISTRANT HAS NO MEANS TO INDEPENDENTLY
VERIFY THE INFORMATION CONTAINED IN THE OPERATING REPORT. 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.
As previously disclosed in the Registrant's Information Statement on
Form 14F, the Registrant received the resignation from the Board of Directors of
the Registrant of Edward Z. Safady, effective as of June 29, 2004. Mr. Safady's
resignation did not result from a disagreement with the Registrant on any matter
relating to the Registrant's operations, policies or practices.
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
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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 its 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.
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 Airline's equity will be
restructured in a manner that will substantially reduce or eliminate any
remaining value in Hawaiian Airline's 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.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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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 June 24, 2004, to the
Bankruptcy Court for the period ending May
31, 2004.
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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.
Dated: July 12, 2004
HAWAIIAN HOLDINGS, INC.
By: /s/ Lawrence S. Hershfield
--------------------------
Lawrence S. Hershfield
President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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99.1 Hawaiian Airlines, Inc. Monthly Operating Report dated June 24, 2004, to the Bankruptcy Court for the
period ending May 31, 2004.