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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
July 17, 2003
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.)
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
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ITEM 5. Other Events and Regulation FD Disclosure.
On July 17, 2003, Hawaiian Holdings, Inc. (the "Company"), issued a news
release indicating that the Company needs information and financial support
from its subsidiary, Hawaiian Airlines, Inc. ("Hawaiian Airlines"), which is
in Chapter 11 reorganization, if it is to avoid the de-listing of its shares
from the American Stock Exchange and meet the filing deadline of August 15 for
its Quarterly Report on Form 10-Q for the three-month period ended June 30,
2003. The news release further provides that since the Company was formed,
Hawaiian Airlines has taken steps to support the Company's status as a public
company and that, without this cooperation and support, it has become
increasingly unlikely that the Company will be able to meet its obligations as
a public company. The Company added that it is in contact with the
newly-appointed trustee overseeing Hawaiian Airlines in Chapter 11
reorganization to gain access to the needed information and funds necessary to
maintain public status. A copy of the news release is filed as Exhibit 99.1
to, and is incorporated by reference in, this Current Report on Form 8-K.
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 Company and Hawaiian Airlines 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 Company and Hawaiian Airlines which may cause the actual
results of the Company 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 Company 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 Company and Hawaiian Airlines; the
ability of Hawaiian Airlines to fund and execute their business plan; the
ability of the Company 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 Company's reports to the U.S. Securities and Exchange Commission.
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 Company. 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 Company's equity will be
restructured in a manner that will substantially reduce or eliminate any
remaining value. Accordingly, the Company 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 News Release, dated July 17, 2003
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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: July 18, 2003 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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