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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
April 20, 2004
Date of Report (Date of Earliest Event Reported)
Hawaiian Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-31443 71-0879698
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
885 Third Avenue, 34th Floor
New York, NY 10022
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (212) 888-5500
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ITEM 5. Other Events and Regulation FD Disclosure.
As previously disclosed in the Registrant's Current Report on Form 8-K
filed on March 21, 2003, the Registrant's Form 12b-25 filed on March 21, 2003,
and the Registrant's Form 12b-25 filed on April 30, 2003, on March 21, 2003
Hawaiian Airlines, Inc. ("Hawaiian Airlines"), the sole operating subsidiary of
the Registrant, 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).
On April 20, 2004, Hawaiian Airlines filed its unaudited Monthly Operating
Report for the month of March 2004 (the "Operating Report") with the Bankruptcy
Court. Pursuant to the Registrant's disclosure contained in the Registrant's
Form 12b-25 that was filed on August 14, 2003, the Registrant is furnishing the
Operating Report as an exhibit to this Form 8-K. Exhibit 99.1 to this Current
Report on Form 8-K contains a copy of the Operating Report as filed with the
Bankruptcy Court. The Operating Report shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth in such filing.
THE OPERATING REPORT HAS NOT BEEN PREPARED BY THE REGISTRANT OR REVIEWED
BY THE REGISTRANT PRIOR TO ITS SUBMISSION TO THE BANKRUPTCY COURT, CONTAINS
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED
OR REVIEWED BY INDEPENDENT ACCOUNTANTS, IS NOT PRESENTED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE
RECONCILIATION OR ADJUSTMENTS. THE REGISTRANT OBTAINED THE OPERATING REPORT
FROM COUNSEL TO HAWAIIAN AIRLINES AS SUCH COUNSEL INDICATED SUCH REPORT HAD
BEEN FILED WITH THE BANKRUPTCY COURT. THE REGISTRANT HAS NO MEANS TO
INDEPENDENTLY VERIFY THE INFORMATION CONTAINED IN THE OPERATING REPORT, OTHER
THAN BY COMPARISON TO THE OPERATING REPORT AS RECEIVED BY THE REGISTRANT FROM
COUNSEL TO HAWAIIAN AIRLINES. THE OPERATING REPORT MAY ALSO CONTAIN INFORMATION
FOR PERIODS THAT ARE SHORTER OR OTHERWISE DIFFERENT FROM THOSE CONTAINED IN THE
REGISTRANT'S REPORTS REQUIRED TO BE MADE PURSUANT TO THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. THE REGISTRANT MAKES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER AS TO ANY OF THE INFORMATION CONTAINED IN THE OPERATING REPORT. FOR
THESE REASONS, THE REGISTRANT CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON
THE INFORMATION CONTAINED IN THE OPERATING REPORT. THE OPERATING REPORT IS
BEING PROVIDED SOLELY FOR INFORMATION PURPOSES.
This current report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 that
reflect the current views of the Registrant with respect to certain current and
future events and financial performance. Such forward-looking statements are
and will be, as the case may be, subject to many risks, uncertainties and
factors relating to the operations and business environments of the Registrant
and Hawaiian Airlines that may cause the actual results of the Registrant and
Hawaiian Airlines to be materially different from any future results, expressed
or implied, in such forward-looking statements. Factors that could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to, the following: the ability of the Registrant and Hawaiian
Airlines to continue as a going concern; the ability of Hawaiian Airlines to
obtain court approval with respect to motions in the Chapter 11 proceeding
prosecuted by it from time to time; the ability of Hawaiian Airlines to
develop, prosecute, confirm and consummate one or more plans of reorganization
with respect to the Chapter 11 case; risks associated with third parties
seeking to propose and confirm one or more plans of reorganization with respect
to the Chapter 11 case; risks associated with the appointment of a Chapter 11
trustee and the ability of the Chapter 11 trustee to successfully manage the
day-to-day operations of Hawaiian Airlines; risks associated with the Chapter
11 trustee or third parties seeking to convert the case to a Chapter 7 case;
the ability of Hawaiian Airlines to obtain and maintain normal terms with
vendors and service providers; the ability of Hawaiian Airlines to maintain
contracts that are critical to its operations; the potential adverse impact of
the Chapter 11 case on the liquidity or results of operations of the Registrant
and Hawaiian Airlines; the ability of Hawaiian Airlines to fund and execute its
business plan; the ability of the Registrant and Hawaiian Airlines to attract,
motivate and/or retain key executives and associates; the ability of Hawaiian
Airlines to attract and retain customers; demand for transportation in the
markets in which Hawaiian Airlines operates; economic conditions; the effects
of any hostilities or act of war (in the Middle East or elsewhere) or any
terrorist attack; labor costs; financing costs; the cost and availability of
aircraft insurance; aviation fuel costs; security-related costs; competitive
pressures on pricing (particularly from lower-cost competitors); weather
conditions; government legislation and regulation; consumer perceptions of the
products of Hawaiian Airlines; and other risks and uncertainties set forth from
time to time in the Registrant's reports to the U.S. Securities and Exchange
Commission.
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Similarly, these and other factors, including the terms of any
reorganization plan ultimately confirmed, can affect the value of the various
pre-petition liabilities of Hawaiian Airlines and the common stock and/or other
equity securities of the Registrant. No assurances can be given as to what
values, if any, will be ascribed in the bankruptcy proceedings to each of these
constituencies, and it is possible that Hawaiian Airline's equity will be
restructured in a manner that will substantially reduce or eliminate any
remaining value in Hawaiian Airline's equity and, therefore, in the
Registrant's equity. In addition, other factors may also affect the liquidity
and value of the Registrant's securities. Such factors include: uncertainty as
to whether, or for how long the Registrant's securities will continue to be
listed or traded on Amex, and the uncertainty whether, should the Registrant's
securities cease to be listed or traded on Amex, a comparable or substitute
trading medium can be found. Accordingly, the Registrant urges that the
appropriate caution be exercised with respect to existing and future
investments in any of these liabilities and/or securities.
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ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable/None
(b) Pro Forma Financial Information.
Not Applicable/None
(c) Exhibits.
Exhibit Number Document Description
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99.1 Hawaiian Airlines, Inc. Monthly Operating
Report, dated April 20, 2004, to the
Bankruptcy Court for the period
ending March 31, 2004.
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SIGNATURE
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.
Date: May 4, 2004 By: Hawaiian Holdings, Inc.
By: /s/ John W. Adams
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John W. Adams
Chairman of the Board of Directors and Chief
Executive Officer
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