SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Hawaiian Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
419879101
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(CUSIP Number)
Triage Management LLC
491 City Avenue
Suite 526
Bala Cynwyd, PA 19004
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 2004
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(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 that 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 Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) 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 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).
CUSIP No. 419879101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Triage Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,617,300
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,617,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,617,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 419879101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leon Frenkel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,632,300
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,632,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.73%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 419879101
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Item 1. Security and Issuer.
This statement relates to shares of Common Stock (the "Shares") of Hawaiian
Holdings, Inc. (the "Company"). The Company's principal offices are located at
3375 Koapaka Street, Suite G-350, Honolulu, Hawaii 96819.
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Item 2. Identity and Background.
(a)This statement is filed by the entities and persons listed below, all of
whom worked together are referred to herein as the "Reporting Persons."
(i) TRIAGE Management LLC
TRIAGE Management LLC, a Delaware limited liability company
("TRIAGE") is general partner of Triage Capital Management L.P. and Triage
Capital Management B, L.P., each a Delaware limited partnership, is an adviser
to Triage Advisors, L.L.C, a Delaware limited liability company that serves as
the investment manager of Triage Offshore Fund, Ltd., a Cayman Islands exempted
company, and is an adviser to OTA LLC, a Delaware limited liability company, for
whom TRIAGE has shared investment discretion over the Shares held by OTA LLC,
with respect to the Shares held by the foregoing entities.
(ii) Leon Frenkel
Leon Frenkel ("Frenkel"), the managing member of TRIAGE with
respect to the Shares held by Triage Capital Management L.P., Triage Capital
Management B, L.P. and Triage Offshore Fund, Ltd. as well as the general partner
of Periscope Partners, L.P., a Delaware limited partnership, ("Periscope") with
respect to Shares held by Periscope.
(b) The address of the principal business and principal office of the
Reporting Persons is 401 City Avenue, Suite 526 Bala Cynwyd, PA 19004.
(c) The principal business of TRIAGE is to act as the general partner of
Triage Capital Management L.P. and Triage Capital Management B, L.P. and as an
advisor to Triage Advisors, L.L.C. The principal business of Frenkel is serving
as the managing member of TRIAGE and Triage Advisors, L.L.C. and serving as
general partner of Periscope.
(d) Neither TRIAGE or Frenkel has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither TRIAGE or Frenkel has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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
violation with respect to such laws.
(f) The citizenship of TRIAGE is set forth above. Frenkel is a citizen of
the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions) for the 1,632,300 Shares
held by entities managed or advised by TRIAGE or owned by Periscope is
$5,169,770. The consideration for such acquisitions was obtained from the
working capital of the entities managed or advised by TRIAGE, or, in the case of
Periscope, from Frenkel.
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Item 4. Purpose of Transaction.
The Company is a holding company that conducts its operations through
its wholly-owned subsidiary, Hawaiian Airlines, Inc. (the "Subsidiary"). The
Subsidiary filed for bankruptcy in the United States Bankruptcy Court for the
District of Hawaii (the "Bankruptcy Court") on March 21, 2003 (the "Bankruptcy
Case").
Triage Capital Management L.P., Triage Capital Management B, L.P.,
Triage Offshore Fund, Ltd. and Periscope acquired the Shares for investment
purposes and in the ordinary course of business; these acquisitions of Shares
were not made for the purpose of acquiring control of the Company. TRIAGE and
Frenkel are examining their options with respect to the possibility of taking
actions that it believes will maximize the value of the Shares.
TRIAGE believed that the Subsidiary's operating performance improved
materially in 2003 (see the Subsidiary's Form 8-K's, which are filed by the
Company with the U.S. Securities and Exchange Commission). As a result, the
entities that are managed or advised by TRIAGE, as shareholders of the Company,
have a significant interest in the Bankruptcy Case and may seek to enforce their
interests to the extent permitted under all applicable laws. TRIAGE and Frenkel
feel that the interests of the non-insider, minority shareholders of the
Company, including those of the entities managed or advised by TRIAGE and
Periscope, may not be adequately represented and protected by the Company or by
the Trustee appointed to the Bankruptcy Case. Accordingly, TRIAGE and Frenkel
are considering engaging in discussions with other stockholders of the Company,
Company management, the Trustee and other constituents in the Bankruptcy Case in
order to protect the interests of the entities managed or advised by TRIAGE and
Periscope, although TRIAGE and Frenkel have not committed to any such actions.
In the course of any such discussions, TRIAGE and/or Frenkel may advocate a
particular course of action.
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Shares, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional Shares
or dispose of any or all of its Shares depending upon an ongoing evaluation of
the investment in the Shares and other investment considerations. Neither
Reporting Person has made a determination regarding a maximum or minimum number
of Shares which it may hold at any point in time.
Neither of the Reporting Persons, except to the extent the foregoing
may be deemed a plan or proposal, has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
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Item 5. Interest in Securities of the Issuer.
(a) TRIAGE
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for TRIAGE is incorporated herein by reference.
(c) The trading dates, number of Shares purchased and price per
share for all transactions in the Shares during the past 60 days by
TRIAGE and Frenkel are set forth in Schedule A and were all effected
in broker transactions.
(d) Frenkel is the managing member of TRIAGE.
(e) Not applicable.
(b) Frenkel
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Frenkel is incorporated herein by reference.
(c) The trading dates, number of Shares purchased and price per
share for all transactions in the Shares during the past 60 days by
TRIAGE and Frenkel are set forth in Schedule A and were all effected
in broker transactions.
(d) Not applicable.
(e) Not applicable.
TRIAGE, as general partner of Triage Capital Management L.P. and
Triage Capital Management B, L.P., and an adviser to Triage Advisors,
L.L.C, a Delaware limited liability company that serves as the
investment manager of Triage Offshore Fund, Ltd. may be deemed to be
the beneficial owner of all such Shares owned by the foregoing
entities. Frenkel, as the managing member of TRIAGE, may be deemed to
be the beneficial owner of all such Shares held by Triage Capital
Management L.P., and Triage Capital Management B, L.P. and Triage
Offshore Fund, Ltd. as well as those Shares held by Periscope.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to the transfer or voting of any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to
the filing of joint acquisition statements as required by Section 240.13d-1(k)
under the Securities Exchange Act of 1934, as amended.
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SCHEDULE A
Date of Number of Shares Price
Transaction Common Purchased Per Share
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2/3/04 50,000 3.86
2/4/04 297,000 3.74
3/23/04 100,000 3.65
3/23/04 100,000 3.73
SIGNATURE
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.
TRIAGE MANAGEMENT LLC
By: /s/ Leonid Frenkel
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Leonid Frenkel
Managing Member
/s/ Leonid Frenkel
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Leonid Frenkel
Date: April 8, 2004
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Section 240.13d1(k)
Joint Acquisition Statement
Pursuant to Section 240.13d1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
TRIAGE MANAGEMENT LLC
By: /s/ Leonid Frenkel
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Leonid Frenkel
Managing Member
/s/ Leonid Frenkel
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Leonid Frenkel
Date: April 8, 2004
03108.0002 #475304