UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): |_| Form 10-K |_| Form 20-F |_| Form 11-K X Form 10-Q |_| Form N-SAR
For Period Ended: June 30, 2003
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transaction Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Hawaiian Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
885 Third Avenue, 34th Floor
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Address of Principal Executive Office (Street and Number)
New York, NY 10022
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
|_| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
As previously disclosed in the Registrant's Current Report on Form 8-K that was
filed on March 21, 2003, on March 21, 2003 Hawaiian Airlines, Inc. ("HAWAIIAN
AIRLINES") filed a voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code (the "CHAPTER 11 FILING") in the United States
Bankruptcy Court for the District of Hawaii (the "BANKRUPTCY COURT") (Case No.
03-00827). Hawaiian Airlines is the sole operating subsidiary of the Registrant,
and is wholly owned, directly and indirectly, by the Registrant. Thereafter, as
previously reported in the Registrant's Current Report on Form 8-K that was
filed on June 2, 2003, on May 30, 2003 an initial trustee was selected to serve
in connection with the Chapter 11 Filing and operate Hawaiian Airlines, which
initial trustee has since resigned and a substitute trustee has been appointed
(the "TRUSTEE").
Prior to the appointment of the Trustee, the Registrant, through personnel who
held senior executive positions at both the Registrant and Hawaiian Airlines,
had complete and unfettered access to all information and personnel of Hawaiian
Airlines needed in order for the Registrant to meet its ongoing obligations with
respect to the filing of periodic reports under the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"). The appointment of the Trustee, however,
has effectively removed the Registrant and its personnel from all management
functions with respect to Hawaiian Airlines, and the Registrant and such
personnel no longer have unfettered access to information regarding Hawaiian
Airlines needed to make such filings, nor does the Registrant have access to
personnel of Hawaiian Airlines who might have access to such information. In
addition, and as also disclosed in the Registrant's Current Report on From 8-K
filed on June 20, 2003, Ernst & Young, LLP ("ERNST & YOUNG") has resigned as the
auditors for the Registrant, although Ernst & Young remains as the auditors for
Hawaiian Airlines.
In light of the appointment of the Trustee, who is in operational control of
Hawaiian Airlines, and the resignation of Ernst & Young as the Registrant's
auditors, the Registrant is not in possession of, and does not have and cannot
obtain access to, the relevant and material information that is needed to
complete all of the work necessary in order to timely file, without unreasonable
effort and expense, the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2003. Furthermore, the Registrant believes that
future compliance with the periodic reporting requirements under the Exchange
Act during the pendency of the Chapter 11 Case will continue to cause the
Registrant and its management significant hardship and unreasonable burden in
terms of effort and expense that would be needed in order for the Registrant to
be in a position to meet such periodic reporting requirements. The Registrant
has communicated with the Trustee on several occasions in an attempt to describe
its current situation and gain access to the information needed to make its
periodic filings. The Registrant has also met with the Trustee to discuss this
situation as well as possible systems and processes that might allow the
Registrant to gain access to certain information pertaining to Hawaiian Airlines
so as to enable the Registrant to better meet its periodic reporting
requirements in the future. While these discussions have been constructive, no
agreements or arrangements have been reached with respect to the Registrant
gaining adequate access to such information or personnel pertaining to Hawaiian
Airlines, and there can be no assurance that the Registrant will be in a
position to obtain such information in the foreseeable future that would allow
the Registrant to file its periodic reports in a timely manner. Consequently,
given the current conditions and circumstances, the Registrant does not intend
to file periodic reports until circumstances are such that it can obtain the
information needed to make such filings without unreasonable effort and expense.
Notwithstanding its inability to make such reports, the Registrant intends to
file on Form 8-K copies of the monthly reports that Hawaiian Airlines is
required to provide to the Bankruptcy Court as and when such reports are
received by or made available to the Registrant (in this regard, it is the
Registrant's understanding that such monthly reports are required to be filed by
Hawaiian Airlines within 20 days after the end of each calendar month), as well
as other material information required to be filed pursuant to Form 8-K.
On August 13, 2003, the Registrant transmitted a no-action letter request to the
Office of Chief Counsel in the Division of Corporation Finance at the Securities
and Exchange Commission describing the current circumstances under which it is
operating, requesting confirmation from the staff that it would not recommend an
enforcement action against the Registrant for not having met its periodic
reporting requirements, and indicating that the Registrant intends to file on
Form 8-K the monthly reports that Hawaiian Airlines is required to provided to
the Bankruptcy Court as and when such reports are received by or made available
to the Registrant (it is the Registrant's understanding that such monthly
reports are required to be filed by Hawaiian Airlines within 20 days after the
end of each calendar month). As of this date, the Registrant has not received a
response from the Securities and Exchange Commission.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John W. Adams (212) 888-5500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
X Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
|_| Yes X No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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Hawaiian Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 2003 By /s/ John W. Adams
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).