UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
HAWAIIAN HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
419879-101
(CUSIP Number)
Thomas X. Fritsch, Esq.
885 Third Avenue
34th Floor
New York, New York 10022
Tel. No.: (212) 888-5500
With a copy to:
Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York, 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 29, 2002
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This document consists of 10 pages
CUSIP No. 419879-101 Page 2 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIRLINE INVESTORS PARTNERSHIP, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
--
----------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 419879-101 Page 3 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIP GENERAL PARTNER, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
--
----------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
CUSIP No. 419879-101 Page 4 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIP, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 14,159,403
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
--
----------------------------------------
9 SOLE DISPOSITIVE POWER
14,159,403
----------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,412
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO (limited liability company)
--------------------------------------------------------------------------------
CUSIP No. 419879-101 Page 5 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. ADAMS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 14,433,412
BY EACH REPORTING ----------------------------------------
PERSON 8 SHARED VOTING POWER
WITH
--
----------------------------------------
9 SOLE DISPOSITIVE POWER
14,433,412
----------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,412
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 419879-101 Page 6 of 10 Pages
AMENDMENT NO. 7 TO SCHEDULE 13D
This is Amendment No. 7 (this "Amendment") to the Schedule 13D filed by
the Reporting Parties with respect to the Common Stock, par value $.01 per share
(the "Common Stock"), of Hawaiian Holdings, Inc., a Delaware corporation (the
"Company"), dated as of January 18, 1996, as amended by Amendment No. 1, dated
as of January 31, 1996, as amended by Amendment No. 2, dated as of December 19,
2001, as amended by Amendment No. 3, dated as of April 22, 2002, as amended by
Amendment No. 4, dated as of May 7, 2002, as amended by Amendment No. 5, dated
as of May 31, 2002, and as amended by Amendment No. 6, dated as of July 11, 2002
(the "Original Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented by inserting at the end
thereof the following:
On August 29, 2002, Hawaiian Airlines, Inc., a Hawaii corporation
("Hawaiian"), was reorganized into a holding company structure (the
"Reorganization"), whereby Hawaiian became a wholly owned subsidiary of the
Company and the shareholders of the Hawaiian became shareholders of the Company.
At the time of the Reorganization, the Common Stock, par value $.01 per share,
of Hawaiian ("Hawaiian Common Stock") was registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a
result of the Reorganization, the Common Stock is deemed registered pursuant to
Section 12(b) of the Exchange Act pursuant to Rule 12g-3 under the Exchange Act
because the Company is the successor issuer of Hawaiian.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to remove each of Airline Investors
Partnership, L.P., a Delaware limited partnership ("AIP"), and AIP General
Partner, Inc., a Delaware corporation ("AIP GP"), as Reporting Parties and is
hereby further amended and supplemented by inserting at the end thereof the
following:
(a)-(c) As more fully described in Item 4 below, on August 29, 2002,
as part of the Reorganization, AIP LLC, a Delaware limited liability company
("AIP LLC") acquired 14,159,403 shares of Common Stock. AIP LLC's principal
business and office address is 885 Third Avenue, 34th Floor, New York, New York
10022. AIP LLC was formed for the purpose of holding stock of the Company. John
W. Adams is also the Chairman, Chief Executive Officer and President of the
Company and Hawaiian and is the managing and sole voting member of AIP LLC.
(d) During the last 5 years, AIP LLC has not been involved in a
criminal proceeding.
(e) During the last 5 years, AIP LLC has not been a party to a
civil proceeding resulting in a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by inserting at the end
thereof the following:
As more fully described in Item 4 below, in the Reorganization, each of
AIP LLC and Mr. Adams received one share of Common Stock in exchange for each
share of Hawaiian Common Stock
CUSIP No. 419879-101 Page 7 of 10 Pages
and each share of special preferred stock of Hawaiian owned by it or him, as the
case may be, immediately prior thereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by inserting at the end
thereof the following:
The Reorganization was completed in accordance with (i) the Agreement
and Plan of Merger, dated as of May 2, 2002 (the "Hawaiian Merger Agreement"),
by and among Hawaiian, the Company and HA Sub Inc., and (ii) the Agreement and
Plan of Merger, dated as of May 2, 2002 (the "AIP Merger Agreement"), by and
among the Company, AIP GP, AIP, Inc. and AIP Merger Sub, Inc.
Immediately prior to the Reorganization, the shareholders of AIP GP and
AIP, Inc., a Delaware corporation and the sole limited partner of AIP ("AIP
Inc."), formed AIP LLC for the purpose of holding the capital stock of each of
AIP GP and AIP Inc., and thereafter AIP was dissolved and the shares of Hawaiian
Common Stock, together with the rights to purchase the preferred stock of
Hawaiian attached thereto, that AIP held at such time were distributed to AIP GP
and AIP Inc. as a result thereof. Pursuant to the AIP Merger Agreement, AIP GP
was merged with and into AIP, Inc. Immediately thereafter, the Company acquired,
indirectly through a merger of a subsidiary with and into AIP Inc., all of the
shares of Hawaiian Common Stock, together with the rights to purchase the
preferred stock of Hawaiian attached thereto, that were previously held by AIP.
In exchange, AIP LLC received the same number of shares of Common Stock that AIP
owned of Hawaiian Common Stock immediately prior to the exchange.
Pursuant to the Hawaiian Merger Agreement, the Company acquired the
remaining shares of Hawaiian Common Stock and all of the shares of special
preferred stock of Hawaiian through a merger of another subsidiary with and into
Hawaiian, with each of these shares, including such shares held by Mr. Adams,
together with the rights to purchase the preferred stock of Hawaiian attached to
each share of Hawaiian Common Stock, being converted into one share of Common
Stock. The Company also issued to AIP LLC and each of the three labor unions
having the right to nominate individuals to the Board of Directors of the
Company a number of shares of a corresponding series of the special preferred
stock of the Company equal to the number of shares of the special preferred
stock of Hawaiian that they held immediately prior to the Reorganization. After
the completion of the Reorganization, AIP LLC and each other shareholder of the
Company, including Mr. Adams, held the same relative percentage of Common Stock
as AIP and each other shareholder of Hawaiian, including Mr. Adams, owned of
Hawaiian Common Stock and special preferred stock of Hawaiian immediately prior
to the Reorganization, respectively.
The foregoing discussion of the AIP Merger Agreement and the Hawaiian
Merger Agreement is qualified in its entirety by reference to each such
agreement filed as EXHIBIT 1 and EXHIBIT 2, respectively, to Amendment No. 4,
dated as of May 7, 2002, and incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Item 5(a) is hereby amended and supplemented by inserting at
the end thereof the following:
According to Form 10-Q filed by Hawaiian with the Securities and
Exchange Commission on August 14, 2002, there were 27,814,143 shares of Common
Stock outstanding. In addition, seven shares of Common Stock were issued in the
Reorganization to the former holders of
CUSIP No. 419879-101 Page 8 of 10 Pages
shares of Hawaiian special preferred stock. As a result, there were
approximately 27,814,150 shares of Common Stock outstanding immediately after
the Reorganization.
As a result of the completion of the Reorganization, AIP and AIP GP are
the beneficial owners of zero shares of Common Stock, which constitute 0.0% of
the outstanding shares of Common Stock.
As a result of the completion of the Reorganization, AIP LLC is the
beneficial owner of 14,159,403 shares of Common Stock, which constitute
approximately 50.9% of the outstanding shares of Common Stock.
As a result of the completion of the Reorganization, Mr. Adams is the
beneficial owner of 14,433,412 shares of Common Stock, which constitute
approximately 51.4% of the outstanding shares of Common Stock.
(b) Item 5(b) is hereby amended and supplemented by inserting at
the end thereof the following:
As a result of the completion of the Reorganization, AIP and AIP GP
have sole power to vote and to dispose of zero shares of Common Stock.
As a result of the completion of the Reorganization, AIP LLC has the
sole power to vote and to dispose of 14,159,403 shares of Common Stock.
As a result of the completion of the Reorganization, Mr. Adams has the
sole power to vote and to dispose of 14,433,412 shares of Common Stock.
(e) Item 5(e) is hereby amended and supplemented by inserting at
the end thereof the following:
As more fully described in Item 4 above, on August 29, 2002, as part of
the Reorganization, each of AIP and AIP GP ceased to be the beneficial owners of
more than 5% of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by inserting at the end
thereof the following:
On August 29, 2002, the Company and AIP LLC entered into a registration
rights agreement (the "Registration Rights Agreement") containing terms and
conditions that were substantially the same as the then existing registration
rights agreement between Hawaiian and AIP. The Registration Rights Agreement
requires the Company at its expense to register all or a portion of the shares
of Common Stock held by AIP LLC. Under the Registration Rights Agreement, AIP
LLC will have the right, at its request, to require the Company to register
these shares for resale on up to two occasions, subject to specified
limitations. In addition, AIP LLC will have the right to have these shares
registered for resale at any time the Company seeks to register any shares of
Common Stock prior to February 1, 2006, subject to specified limitations.
In addition, on August 29, 2002, the Company and AIP LLC became parties
to the existing stockholders agreement among Hawaiian, AIP and the three labor
unions having board
CUSIP No. 419879-101 Page 9 of 10 Pages
nomination rights (the "Joinder"). Pursuant to the Joinder, the Company assumed
all the rights and obligations of Hawaiian under the existing stockholders
agreement, and AIP LLC assumed all the rights and obligations of AIP under the
existing stockholders agreement. As a result, after the completion of the
Reorganization, the relative governance rights of AIP LLC and these three labor
unions in the Company were substantially the same as those of AIP and these
three labor unions in Hawaiian immediately prior to the Reorganization.
The foregoing discussion of the Registration Rights Agreement and the
Joinder is qualified in its entirety by reference to each such agreement filed
as EXHIBIT 1 and EXHIBIT 2, respectively, to this Amendment and incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following materials are filed herewith as exhibits:
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
1 Registration Rights Agreement, dated as of August 29,
2002, between Hawaiian Holdings, Inc. and AIP, LLC.*
2 Joinder to the Stockholders Agreement, dated as of
August 29, 2002, made by Hawaiian Holdings, Inc. and
AIP, LLC.*
---------------------------
* Incorporated by reference to the Current Report of Form 8-K filed by
Hawaiian Holdings, Inc. with the Commission on August 30, 2002.
CUSIP No. 419879-101 Page 10 of 10 Pages
SIGNATURES
After reasonable 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.
September 9, 2002
AIP LLC
By: /s/ John W. Adams
------------------------------------
Name: John W. Adams
Title: Managing Member
/s/ John W. Adams
------------------------------------
John W. Adams