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): August 29, 2002
HAWAIIAN HOLDINGS, INC.
(Exact name of registrant as specified in charter)
HAWAII 1-8836 71-0879698
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) identification number)
3375 KOAPAKA STREET, SUITE G-350
HONOLULU, HAWAII 96819-1869
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (808) 835-3700
ITEM 5. OTHER EVENTS
THE RESTRUCTURING
On August 29, 2002, Hawaiian Airlines, Inc., a Hawaii
corporation ("Hawaiian"), reorganized into a holding company structure (the
"Restructuring"), whereby Hawaiian became a wholly owned subsidiary of Hawaiian
Holdings, Inc., a Delaware corporation (the "Company") and the shareholders of
Hawaiian became shareholders of the Company. The Restructuring 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 General Partner, Inc.,
AIP, Inc. and AIP Merger Sub, Inc.
Immediately prior to the Restructuring, Airline Investors
Partnership, L.P. ("AIP"), the majority shareholder of Hawaiian prior to the
Restructuring, was restructured into a limited liability company called AIP, LLC
("AIP LLC"). Pursuant to the AIP Merger Agreement, the Company acquired,
indirectly through a merger of a subsidiary with and into an affiliate of AIP,
all of the shares of Hawaiian's Common Stock, par value $.01 per share
("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, par value
$.01 per share, of the Company ("Company 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, 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 Company 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
Restructuring. After the completion of the Restructuring, AIP LLC and each other
shareholder of the Company held the same relative percentage of Company Common
Stock as AIP and each other shareholder of Hawaiian owned of Hawaiian Common
Stock and special preferred stock of Hawaiian immediately prior to the
Restructuring, respectively.
In addition, pursuant to the Hawaiian Merger Agreement, the
Company assumed sponsorship of each of Hawaiian's 1994 Stock Option Plan,
Hawaiian's 1996 Stock Incentive Plan, as amended, and Hawaiian's 1996
Nonemployee Director Stock Option Plan (collectively, the "Hawaiian Option
Plans"). Each outstanding option and other award assumed by the Company is
exercisable or issuable upon the same terms and conditions as were in effect
immediately prior to the completion of the Restructuring. The number of shares
of Company Common Stock issuable upon the exercise or issuance of such an option
or award after the completion of the Restructuring equals the number of shares
of Hawaiian Common Stock subject to the option prior to the completion of the
Restructuring. All options and awards
issued pursuant to any plan or agreement assumed by the Company after the
completion of the Restructuring shall entitle the holder thereof to purchase
Company Common Stock in accordance with the terms of such plan or agreement as
in effect on the date of issuance.
The Hawaiian Merger Agreement also provides that each pilot
participant eligible to receive a share of Hawaiian Common Stock under
Hawaiian's Pilots' 401(k) Plan and the Letter of Agreement, dated May 2001,
between Hawaiian and the pilots in the service of Hawaiian, as represented by
the Air Line Pilots Association, International (the "Pilots' Stock Agreement"),
shall be eligible to receive one share of Company Common Stock, and otherwise on
the same terms and conditions as were applicable, under the Pilots' Stock
Agreement.
At the time of the Restructuring, the Hawaiian Common Stock
was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and was listed on the American Stock Exchange
and the Pacific Exchange. As a result of the Restructuring, the Company 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. The Company Common Stock is now listed on the
American Stock Exchange and the Pacific Exchange under the same symbol as its
predecessor, "HA."
A copy of the press release announcing the completion of the
Restructuring is filed herewith as Exhibit 99.1 and incorporated by reference
herein. The preceding discussion of the Hawaiian Merger Agreement and the AIP
Merger Agreement is qualified in its entirety by reference to each such
agreement filed herewith as Exhibits 2.1 and 2.2, respectively, and incorporated
by reference herein.
RELATED TRANSACTIONS
At the time the Restructuring was completed, 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 Company 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 Company Common Stock prior to February 1, 2006,
subject to specified limitations.
In addition, at the time the Restructuring was completed, the
Company and AIP LLC became parties to the existing stockholders agreement among
Hawaiian, AIP and the three labor unions having board nomination rights (the
"Joinder"). Pursuant to the Joinder, the Company will assume all the rights and
obligations of Hawaiian under the existing stockholders agreement, and AIP LLC
will assume all the rights and obligations of AIP under the existing
stockholders agreement. As a result, after the completion of the Restructuring,
the relative governance
rights in the Company of AIP LLC and these three labor unions were substantially
the same as the rights in Hawaiian of AIP and these three labor unions
immediately prior to the Restructuring.
The preceding discussion of the Registration Rights Agreement
and the Joinder are qualified in their entirety by reference to the Registration
Rights Agreement and the Joinder filed herewith as Exhibits 10.1 and 10.2,
respectively, and incorporated by reference herein.
AMENDMENT TO RIGHTS AGREEMENT
Immediately after the Restructuring was completed, Amendment
No. 5 (the "Amendment") to the Rights Agreement, dated as of December 23, 1994
(the "Rights Agreement"), between Hawaiian and the Rights Agent (currently
Mellon Investor Services LLC, as successor to Chemical Trust Company of
California and ChaseMellon Shareholder Services, L.L.C.), which was previously
approved by the Board of Directors of Hawaiian, also became effective. Unless
the context indicates to the contrary, terms used and not defined herein shall
have the meanings ascribed to them in the Rights Agreement.
The Amendment modifies the Rights Agreement in order to, among
other things, amend the definition of "Expiration Date" to be August 30, 2002,
thereby rendering the Rights non-exercisable.
The preceding discussion of the Amendment is qualified in its
entirety by reference to the Amendment filed herewith as Exhibit 4.1 and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
2.1 Agreement and Plan of Merger, dated as of May 2, 2002, among
AIP General Partner, Inc., AIP Inc., AIP Merger Sub, Inc. and
Hawaiian Holdings, Inc.*
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
2.2 Agreement and Plan of Merger, dated as of May 2, 2002, among
Hawaiian Airlines, Inc., HA Sub Inc. and Hawaiian Holdings,
Inc.*
3.1 Amended and Restated Certificate of Incorporation of Hawaiian
Holdings, Inc.
3.2 Amended and Restated Bylaws of Hawaiian Holdings, Inc.
4.1 Amendment No. 5, dated as of August 29, 2002, to the Rights
Agreement, dated as of December 23, 1994, between Hawaiian
Airlines, Inc. and Mellon Investor Services LLC, as Rights
Agent.
10.1 Registration Rights Agreement, dated as of August 29, 2002,
between Hawaiian Holdings, Inc. and AIP, LLC.
10.2 Joinder to the Stockholders Agreement, dated as of August 29,
2002, made by Hawaiian Holdings, Inc. and AIP, LLC.
99.1 Press release, dated August 29, 2002.
* Incorporated by reference to the Registration Statement on Form S-4
originally filed by Hawaiian Holdings, Inc. on May 3, 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 HOLDINGS, INC.
Date: August 30, 2002 BY: /s/ Lyn Flanigan Anzai
---------------------------------------
Name: Lyn Flanigan Anzai
Title: Vice President, General Counsel
and Corporate Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
2.1 Agreement and Plan of Merger, dated as of May 2, 2002, among
AIP General Partner, Inc., AIP Inc., AIP Merger Sub, Inc. and
Hawaiian Holdings, Inc.*
2.2 Agreement and Plan of Merger, dated as of May 2, 2002, among
Hawaiian Airlines, Inc., HA Sub Inc. and Hawaiian Holdings,
Inc.*
3.1 Amended and Restated Certificate of Incorporation of Hawaiian
Holdings, Inc.
3.2 Amended and Restated Bylaws of Hawaiian Holdings, Inc.
4.1 Amendment No. 5, dated as of August 29, 2002, to the Rights
Agreement, dated as of December 23, 1994, between Hawaiian
Airlines, Inc. and Mellon Investor Services LLC, as Rights
Agent.
10.1 Registration Rights Agreement, dated as of August 29, 2002,
between Hawaiian Holdings, Inc. and AIP, LLC.
10.2 Joinder to the Stockholders Agreement, dated as of August 29,
2002, made by Hawaiian Holdings, Inc. and AIP, LLC.
99.1 Press release, dated August 29, 2002.
* Incorporated by reference to the Registration Statement on Form S-4
originally filed by Hawaiian Holdings, Inc. on May 3, 2002.