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): March 21, 2003
HAWAIIAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-31443 71-0879698
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
3375 KOAPAKA STREET, SUITE G-350 96819-1869
HONOLULU, HAWAII (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (808) 835-3700
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On March 21, 2003, Hawaiian Airlines, Inc. ("Hawaiian Airlines"), a
subsidiary of Hawaiian Holdings, Inc. (the "Company"), filed a voluntary
petition for relief under chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Hawaii, in Honolulu (the "Bankruptcy Court"), In re Hawaiian Airlines, Inc.,
Case No. 03-00817. The petition does not cover the Company. Hawaiian Airlines
will continue to operate its business as a "debtor in possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 21, 2003, Hawaiian Airlines issued a news release announcing
the bankruptcy filing. A copy of the news release is filed as Exhibit 99.1 to,
and is incorporated by reference in, this current report on Form 8-K.
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 and Hawaiian Airlines 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 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 cases; risks associated
with third parties seeking and obtaining court approval to terminate or shorten
the exclusivity period for Hawaiian Airlines to propose and confirm one or more
plans of reorganization, for the appointment of a Chapter 11 trustee or to
convert the cases to Chapter 7 cases; 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 cases on the liquidity or results of
operations of the Company and Hawaiian Airlines; the ability of Hawaiian
Airlines to fund and execute their 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.
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 Company. No assurance 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. Accordingly, the Company 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.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
EXHIBIT NUMBER DOCUMENT DESCRIPTION
-------------- --------------------
99.1 News release, dated March 21, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On March 21, 2003, in a filing with the Bankruptcy Court, Hawaiian
Airlines disclosed preliminary unaudited financial information as of and for the
year ended December 31, 2002. Specifically, Hawaiian Airlines disclosed that it
had a net loss of approximately $58 million for the year ended December 31, 2002
on operating revenue of approximately $632 million for the same period. In
addition, Hawaiian Airlines disclosed that its assets and liabilities, as of
December 31, 2002, were approximately $256 million and $399 million,
respectively.
SIGNATURES
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.
HAWAIIAN HOLDINGS, INC.
Date: March 21, 2003 By: /s/ Christine R. Deister
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Name: Christine R. Deister
Title: Executive Vice President, Chief
Financial Officer and Treasurer