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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
HAWAIIAN AIRLINES, INC.
(Name of Subject Company and Filing Person)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
419849104
(CUSIP Number of Class of Securities)
CHRISTINE R. DEISTER
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
HAWAIIAN AIRLINES, INC.
3375 KOAPAKA STREET, SUITE G-350
HONOLULU, HAWAII 96819
(808) 835-3700
WITH A COPY TO:
JUDITH R. THOYER
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Bidder)
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), hereby
amends and supplements its Tender Offer Statement on Schedule TO, originally
filed with the Securities and Exchange Commission (the "Commission") on May 31,
2002, as amended by Amendment No. 1 to the Schedule TO filed with the Commission
on June 10, 2002 (the "Schedule TO"), in connection with the offer by the
Company to purchase up to 5,880,000 shares, or such lesser number as are
properly tendered and not properly withdrawn, of its outstanding common stock,
par value $0.01 per share (the "Shares"), at a purchase price of $4.25 per
share, net to the seller in cash, subject to applicable withholding of taxes,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated May 31, 2002 (the "Offer to Purchase"), a copy
of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related
Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached
to the Schedule TO as Exhibit (a)(1)(B) (which, together with the Offer to
Purchase, as amended or supplemented from time to time, constitute the "Offer").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO, which expressly incorporates by reference
the information provided in the Offer to Purchase and the Letter of Transmittal
in response to this Item, is hereby amended and supplemented as follows:
1. The first sentence under "Section 4. Acceptance for Payment
and Payment for Shares" of the Offer to Purchase is hereby deleted and the
following sentence is substituted therefor:
"Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), we will accept for payment, and will pay for, up to
5,880,000 shares validly tendered prior to the expiration date and not properly
withdrawn, promptly after the expiration date."
2. "Section 5. Certain Conditions to the Offer" of the Offer to
Purchase is hereby deleted in its entirety and the following is substituted
therefor:
"Notwithstanding any other provision of the Offer, and in addition to
(and not in limitation of) our right to extend, amend or terminate the Offer as
set forth in "Section 15. Extension of the Offer; Termination; Amendments," we
will not be required to accept for payment, purchase or pay for any shares
tendered, and may terminate or amend the Offer or may postpone the acceptance
for payment of, or the purchase and the payment for shares tendered, subject to
Rule 13e-4(f) promulgated under the Securities Exchange Act, if, at any time on
or after May 31, 2002 and before the expiration of the Offer, any of the
following events has occurred (or have been determined by us to have occurred):
o any suit, action or proceeding before any court, agency,
authority or other tribunal by any government or governmental,
regulatory or administrative agency or authority or by any
other person, domestic or foreign is threatened in writing or
pending:
o challenging our acquisition of any shares, seeking to
restrain or prohibit our making or consummating by
the Offer or otherwise relating to the Offer; or
o which otherwise is reasonably likely to have a
material adverse effect on us;
o any statute, rule, regulation, legislation, judgment, order or
injunction is threatened in writing, proposed, sought,
enacted, entered, enforced, promulgated, amended or issued
with respect to, or deemed applicable to, or any consent or
approval is withheld with respect to, us or
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otherwise relates in any manner to the Offer, in each case, by
any government or governmental, regulatory or administrative
agency or authority or by any other person, domestic or
foreign that is reasonably likely to result in any of the
consequences referred to in the first bullet above;
o any of the following events has occurred:
o any general suspension of trading in, or limitation
on prices for, securities on the AMEX or the PCX for
a period in excess of 24 hours (excluding suspensions
or limitations resulting solely from physical damage
or interference with such exchange or market not
related to market conditions);
o any suspension of, or material limitation on, the
markets for U.S. currency exchange rates;
o a declaration of a banking moratorium or any
suspension of payments in respect of banks in the
United States;
o any limitation (whether or not mandatory) by any
government or governmental, regulatory or
administrative agency or authority or by any other
person, domestic or foreign, on, or other event that
would reasonably be expected to materially adversely
affect, the extension of credit by U.S. banks or
other U.S. lending institutions;
o a commencement or escalation of a war or armed
hostilities or other national or international
calamity directly or indirectly involving the United
States that would reasonably be expected to have a
material adverse effect on the financial markets in
the United States;
o any significant decrease in the market price of the
shares;
o any decline in either the Dow Jones Industrial
Average, the AMEX Composite Index or the S&P 500
Composite Index by an amount in excess of 15%
measured from the close of business on May 31, 2002;
or
o in the case of any of the foregoing existing on the
date of this Offer to Purchase, a material
acceleration or worsening thereof;
o any tender or exchange offer with respect to the shares (other
than this Offer), or any merger, acquisition, business
combination or other similar transaction with or involving us,
has been proposed, announced or made by any person or entity;
o any change has occurred in, or any adverse development has
arisen concerning, our business, condition (financial or
otherwise), income, operations or prospects, in any case
(individually or in the aggregate) which is reasonably likely
to have a materially adverse effect on us or affect the
anticipated benefits to us of acquiring shares pursuant to the
Offer;
o (i) any person, entity or "group" (as that term is used in
Section 13(d)(3) of the Securities Exchange Act) has acquired,
or proposed to acquire, beneficial ownership of more than 5%
of the outstanding shares (other than a person, entity or
group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the
SEC prior to May 31, 2002); (ii) any new group has been formed
that beneficially owns more than 5% of
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the outstanding shares; or (iii) any person, entity or group
has filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, or made
a public announcement reflecting an intent to acquire us or
any of our assets or securities; or
o there is a reasonable likelihood that the purchase of shares
pursuant to the Offer will cause either (i) the shares to be
held of record by fewer than 400 persons or (ii) the shares
not continuing to be eligible to be listed on the AMEX or the
PCX.
The foregoing conditions are for our sole benefit and we may, in our
exclusive judgment, assert or waive any of these conditions, other than those
subject to applicable law, in whole or in part at any time and from time to time
prior to the expiration of the Offer. Our failure at any time prior to the
expiration of the Offer to exercise any of the foregoing rights will not be
deemed a waiver of any of these rights, the waiver of any of these rights with
respect to particular facts and circumstances will not be deemed a waiver with
respect to any other facts and circumstances and each of these rights, other
than those subject to applicable law, will be deemed an ongoing right that may
be asserted at any time and from time to time prior to the expiration of the
Offer."
3. The fifth bullet point in the third paragraph on the third
page of the Letter of Transmittal is hereby amended and supplemented by deleting
the phrase "has read and".
ITEMS 1 THROUGH 11.
Items 1 through 11 of the Schedule TO, which expressly incorporates by
reference the information provided in the Offer to Purchase and the Letter of
Transmittal in response to these Items, are hereby amended and supplemented by
deleting in its entirety the fifth bullet point under the heading "Documents
Incorporated by Reference" under "Section 10. Certain Information Concerning
Hawaiian" of the Offer to Purchase.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 14, 2002
HAWAIIAN AIRLINES, INC.
By: /s/ Christine R. Deister
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Name: Christine R. Deister
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated May 31, 2002.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Press Release, dated May 30, 2002 (incorporated by reference
to the Schedule TO-C filed by Hawaiian Airlines, Inc. with the
Securities and Exchange Commission on May 31, 2002).*
(a)(1)(H) Form of Letter to Shareholders, dated May 31, 2002.*
(a)(1)(I) Notice to Participants in the Hawaiian Airlines, Inc. 401(k)
Plan for Flight Attendants.*
(a)(1)(J) Tender Offer Instruction Form for Participants in the Hawaiian
Airlines, Inc. 401(k) Plan for Flight Attendants.*
(a)(1)(K) Notice to Participants in the Hawaiian Airlines, Inc. Pilots'
401(k) Plan.*
(a)(1)(L) Tender Offer Instruction Form for Participants in the Hawaiian
Airlines, Inc. Pilots' 401(k) Plan.*
(a)(1)(M) Notice to Participants in the Hawaiian Airlines, Inc. 401(k)
Savings Plan.*
(a)(1)(N) Tender Offer Instruction Form for Participants in the Hawaiian
Airlines, Inc. 401(k) Savings Plan.*
(b) Not applicable.
(d)(1)(A) Registration Rights Agreement, dated as of January 31, 1996,
by and among Hawaiian Airlines, Inc. and Airline Investors
Partnership, L.P.*
(d)(1)(B) Stockholders Agreement, dated as of June 1996, by and among
Airline Investors Partnership, L.P., the Air Line Pilots
Association, Hawaiian Master Executive Council, the
Association of Flight Attendants and the International
Association of Machinists.*
(d)(1)(C) Stock Allocation Agreement, dated as of May 2001, between
Hawaiian Airlines, Inc. and the Air Line Pilots in the service
of Hawaiian Airlines, Inc., as represented by the Air Line
Pilots Association, International.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.