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): May 2, 2002
HAWAIIAN AIRLINES, INC.
(Exact name of registrant as specified in charter)
HAWAII 1-8836 99-0042880
(State or other (Commission file number) (IRS Employer
jurisdiction of identification number)
incorporation)
3375 KOAPAKA ST., SUITE G350 96819-1869
HONOLULU, HAWAII (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (808) 835-3700
ITEM 5. OTHER EVENTS
On May 2, 2002, Hawaiian Airlines, Inc. ("HAWAIIAN") entered into an
Agreement and Plan of Merger (the "MERGER AGREEMENT") among Hawaiian, Hawaiian
Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Hawaiian
("HAWAIIAN HOLDINGS"), and HA Sub Inc., a Hawaii corporation and a wholly owned
subsidiary of Hawaiian Holdings, ("HA SUB"), pursuant to which Hawaiian will
reorganize itself into a holding company structure whereby HA Sub will merge
with and into Hawaiian, with Hawaiian as the surviving corporation, and Hawaiian
will become a subsidiary of Hawaiian Holdings, which will be the new public
company (the "RESTRUCTURING").
Pursuant to the Restructuring, INTER ALIA, (a) each share of Common
Stock, par value $.01 per share, of Hawaiian, together with the preferred stock
purchase rights associated with such shares ("HAWAIIAN COMMON STOCK") (other
than the shares held by the surviving partner of AIP (as defined below) as part
of the AIP Restructuring (as defined below)), and each share of each series of
Special Preferred Stock, par value $.01 per share, of Hawaiian ("HAWAIIAN
SPECIAL PREFERRED STOCK") will convert into the right to receive one share of
Common Stock, par value $.01 per share, of Hawaiian Holdings ("HAWAIIAN HOLDINGS
COMMON STOCK"); (b) each of the outstanding options to acquire shares of
Hawaiian Common Stock will become options to acquire, on substantially the same
terms and conditions as before the Restructuring, an identical number of shares
of Hawaiian Holdings Common Stock; and (c) each employee of Hawaiian eligible to
receive an allocation of shares of Hawaiian Common Stock pursuant to the
Hawaiian Airlines, Inc. Pilots' 401(k) Plan with the Air Line Pilots
Association, International, will become eligible to receive, on the same terms
and conditions as before the Restructuring, an allocation of an identical number
of shares of Hawaiian Holdings Common Stock. Immediately after the
Restructuring, Hawaiian Holdings will issue the same number of shares of
Hawaiian Holdings Special Preferred Stock, par value $.01 per share of Hawaiian
Holdings, with substantially the same rights, preferences and privileges as the
Hawaiian Special Preferred Stock ("HAWAIIAN HOLDINGS SPECIAL PREFERRED STOCK"),
to each former holder of Hawaiian Special Preferred Stock as such holder owns of
Hawaiian Special Preferred Stock immediately prior to the Restructuring. After
the Restructuring, each holder of Hawaiian Common Stock and Hawaiian Special
Preferred Stock will own the same number and percentage of shares of Hawaiian
Holdings Common Stock as such holder owns of Hawaiian Common Stock immediately
prior to the Restructuring. The management and business of Hawaiian Holdings
will be the same management and business of Hawaiian before the Restructuring.
The Restructuring (together with the AIP Restructuring) is expected to be a
tax-free transaction to the shareholders of Hawaiian. After the consummation of
the Restructuring, the shares of Hawaiian Holdings Common Stock are expected to
trade under the ticker symbol "HA" on the American Stock Exchange and the
Pacific Exchange.
In connection with the Restructuring, Airline Investors Partnership,
L.P., a Delaware limited partnership and the majority shareholder of Hawaiian
("AIP"), will be restructured into a Delaware limited liability company called
AIP LLC. As part of this restructuring, Hawaiian Holdings will acquire and own,
indirectly through a subsidiary, all of the shares of Hawaiian Common Stock that
were previously held by AIP through a merger of such subsidiary and the
surviving partner of AIP (the "AIP Restructuring"). In exchange therefor,
AIP LLC will receive a number of shares of Hawaiian Holdings Common Stock equal
to the number of shares that AIP owns of Hawaiian Common Stock immediately prior
to the Restructuring.
The consummation of the Restructuring requires, among other things, the
approval of the affirmative vote of 75% of the outstanding shares of Hawaiian
Common Stock and Hawaiian Special Preferred Stock, voting as a single voting
group, and a majority of the outstanding shares of Hawaiian Special Preferred
Stock represented at the annual meeting of Hawaiian shareholders.
A copy of the Merger Agreement and the news release of Hawaiian are
filed herewith as an exhibit, and each is incorporated herein by reference
thereto. The summary of the Restructuring as noted above is qualified in its
entirety by reference to the Merger Agreement. All investors are encouraged to
read carefully the Merger Agreement and the news release in their entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of May 2, 2002, by
and among Hawaiian Airlines, Inc., a Hawaii corporation,
Hawaiian Holdings, Inc., a Delaware corporation and wholly
owned subsidiary of Hawaiian Airlines, Inc., and HA Sub
Inc., a Hawaii corporation and a wholly owned subsidiary of
Hawaiian Holdings, Inc.
99.1 Text of News Release, dated May 2, 2002.
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 AIRLINES, INC.
Date: May 2, 2002
By: /S/ CHRISTINE R. DEISTER
-----------------------------------
Name: Christine R. Deister
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of May 2, 2002, by
and among Hawaiian Airlines, Inc., a Hawaii corporation,
Hawaiian Holdings, Inc., a Delaware corporation and wholly
owned subsidiary of Hawaiian Airlines, Inc., and HA Sub
Inc., a Hawaii corporation and a wholly owned subsidiary of
Hawaiian Holdings, Inc.
99.1 Text of News Release, dated May 2, 2002.