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 18, 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
HONOLULU, HAWAII 96819-1869
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (808) 835-3700
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As previously disclosed on a Form 8-K filed on June 20, 2003, on June
18, 2003, Hawaiian Holdings, Inc. (the "Company") received a letter from Ernst &
Young LLP ("Ernst & Young") notifying the Company that Ernst & Young had
resigned as the Company's auditors, effective immediately. Ernst & Young will
continue to serve as the auditors of Hawaiian Airlines, Inc., the Company's
wholly-owned operating subsidiary, which is currently operating its business
under the jurisdiction of the United States Bankruptcy Court for the District of
Hawaii (the "Bankruptcy Court") and in accordance with the applicable provisions
of the United States Bankruptcy Code and orders of the Bankruptcy Court.
Ernst & Young's report dated March 31, 2003 on the Company's
consolidated financial statements as of and for the year ended December 31, 2002
was modified as to the existence of substantial doubt about the Company's
ability to continue as a going concern. Except as described in the previous
sentence, the reports of Ernst & Young on the Company's consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During Ernst & Young's audit of the Company's financial statements for
the year ended December 31, 2001, there was a disagreement between the Company
and Ernst & Young regarding the accounting for certain non-passenger related
excise taxes. The Company ultimately agreed to record an accrual for such excise
taxes, which resulted in the matter being resolved to the satisfaction of Ernst
& Young. If this matter had not been resolved to the satisfaction of Ernst &
Young, it would have been referred to in Ernst & Young's auditors' report on the
Company's financial statements for the year ended December 31, 2001. The Audit
Committee of the Company's Board of Directors has discussed the disagreement
with representatives of Ernst & Young, and Ernst & Young has been authorized to
respond fully to the inquiries of any successor independent accounting firm
regarding this disagreement.
Except as described in the preceding paragraph, in connection with
Ernst & Young's audits for the two most recent fiscal years, there were no
disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference thereto in their report on the financial
statements for such years.
Pursuant to Item 304(a)(3) of Regulation S-K, the Company has requested
that Ernst & Young provide a letter addressed to the Securities & Exchange
Commission stating whether or not Ernst & Young agrees with the above
statements. A copy of the letter, dated June 25, 2003, is filed as Exhibit 16.1
to this Form 8-K.
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
-------------- --------------------
16.1 Letter of Ernst & Young LLP, dated June 25, 2003, regarding
a Change in Certifying Accountant.
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: June 25, 2003 By: /s/ John W. Adams
---------------------------------------
Name: John W. Adams
Title: Chairman of the Board of
Directors and Chief Executive
Officer