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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Section 240.13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)
(Amendment No. _________)1
Hawaiian Holdings, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
419879101
--------------------------------------------------------------------------------
(CUSIP Number)
Yedi Wong
One Maritime Plaza, 11th Floor
San Francisco, California 94111
(415) 362-7677
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 2003
--------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 13d-1(f) or 240.13d-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
Section 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 13 Pages
Exhibit Index Found on Page 12
------------------------
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 ("Act") 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).
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lonestar Partners, L.P.
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
WC
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------====================================================================
7 SOLE VOTING POWER
-0-
NUMBER OF -------------===========================================
8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,451,256
OWNED BY -------------===========================================
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING -------------===========================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,451,256
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,256
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 2 of 13 Pages
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lonestar Capital Management LLC
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------====================================================================
7 SOLE VOTING POWER
-0-
NUMBER OF -------------===========================================
8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,451,256
OWNED BY -------------===========================================
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING -------------===========================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,451,256
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,256
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA, OO
------------====================================================================
Page 3 of 13 Pages
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jerome L. Simon
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
4 SOURCE OF FUNDS (See Instructions)
AF
------------====================================================================
5 CHECK 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
------------====================================================================
7 SOLE VOTING POWER
-0-
NUMBER OF -------------===========================================
8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,451,256
OWNED BY -------------===========================================
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING -------------===========================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,451,256
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,256
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN, HC
------------====================================================================
Page 4 of 13 Pages
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.
Item 2. Identity And Background.
------ -----------------------
(a) This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons."
(i) Lonestar Partners, L.P.
----------------------
Lonestar Partners, L.P., a Delaware limited partnership
("Lonestar"), with respect to the Shares held by it.
(ii) Lonestar Capital Management LLC
-------------------------------
Lonestar Capital Management LLC, a Delaware limited liability
company ("LCM"), the investment adviser to and general partner
of Lonestar, with respect to the Shares held by Lonestar.
(iii) Jerome L. Simon
---------------
Jerome L. Simon ("Simon"), the manager and sole member of LCM,
with respect to the Shares held by Lonestar.
(b) The address of the principal business and principal office of the
Reporting Persons is One Maritime Plaza, 11th Floor, San Francisco, California
94111.
(c) The principal business of Lonestar is that of a private investment
fund engaging in the purchase and sale of investments for its own account. The
principal business of LCM is to act as the general partner of and investment
advisor to Lonestar. The principal business of Simon is serving as the manager
and sole member of LCM.
(d) None of Lonestar, LCM or Simon has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Page 5 of 13 Pages
(e) None of Lonestar, LCM or Simon 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 each of Lonestar and LCM is set forth above.
Simon is a citizen of the United States.
Item 3. Source And Amount Of Funds And Other Consideration.
------ --------------------------------------------------
The net investment cost (including commissions) for the 1,451,256
Shares held by Lonestar is $1,976,314.83. The consideration for such
acquisitions was obtained from working capital.
Item 4. Purpose Of The 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").
The Shares reported herein were acquired for investment purposes, and
the acquisitions of the Shares by Lonestar were made in the ordinary course of
business and were not made for the purpose of acquiring control of the Company.
LCM is examining its options with respect to the possibility of taking actions
that it believes will maximize the value of the Shares.
LCM believes that the Subsidiary's operating performance has improved
materially in 2003 (see the Subsidiary's monthly operating reports, which are
filed by the Company with the U.S. Securities and Exchange Commission on Form
8-K). As a result, as a shareholder of the Company, Lonestar has a significant
interest in the Bankruptcy Case and may seek to enforce its interests to
Page 6 of 13 Pages
the extent permitted under all applicable laws. LCM feels that Lonestar's
interests, and those of other non-insider, minority shareholders of the Company,
may not be adequately represented and protected by the Company or by the Trustee
appointed to the Bankruptcy Case. Accordingly, LCM is 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
Lonestar's interests, although LCM has not committed to any such actions. In the
course of any such discussions, LCM 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, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it may hold at any point
in time.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons 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.
Item 5. Interest In Securities Of The Issuer.
------ ------------------------------------
(a) Lonestar
--------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Lonestar is incorporated herein
by reference. The percentage amount set forth in Row
13 for all cover pages filed herewith is calculated
based upon
Page 7 of 13 Pages
the 28,456,165 Shares outstanding as of May 14, 2003
as reported by the Company in its Quarterly Report on
Form 10-Q for the period ended March 31, 2003 filed
with the Securities and Exchange Commission on August
18, 2003.
(c) The trade dates, number of Shares purchased or sold
and the price per Share (including commissions) for
all purchases and sales of the Shares by Lonestar in
the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) Not applicable.
(b) LCM
---
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for LCM is incorporated herein by
reference.
(c) None.
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) Not applicable.
(c) Simon
-----
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Simon is incorporated herein by
reference.
(c) None.
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) Not applicable.
The Shares reported hereby for Lonestar are owned directly by Lonestar.
LCM, as general partner and investment adviser to Lonestar, may be deemed to be
the beneficial owner of all such
Page 8 of 13 Pages
Shares owned by Lonestar. Simon, as the manager and sole member of LCM, may be
deemed to be the beneficial owner of all such Shares held by Lonestar. Each of
LCM and Simon hereby disclaims any beneficial ownership of any such Shares.
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.
Item 7. Materials 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.
Page 9 of 13 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
Dated: December 12, 2003
LONESTAR PARTNERS, L.P. LONESTAR CAPITAL MANAGEMENT LLC
By: Lonestar Capital Management LLC, By: /s/ Jerome L. Simon
its General Partner ---------------------------
Name: Jerome L. Simon
By: /s/ Jerome L. Simon Title: Manager
---------------------------
Name: Jerome L. Simon /s/ Jerome L. Simon
Title: Manager ---------------------------
Jerome L. Simon
Page 10 of 13 Pages
SCHEDULE A
----------
LONESTAR PARTNERS, L.P.
-----------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE ($)
------------ --------------- --------------
2003-10-06 3,900 (S) 1.29
2003-10-08 18,500 (S) 1.29
2003-10-09 24,000 (S) 1.29
2003-10-13 13,000 (S) 1.19
2003-10-13 42,000 (S) 1.19
2003-10-15 34,600 (S) 1.04
2003-10-15 8,000 (S) 1.04
2003-10-21 100,200 (S) 1.27
2003-10-23 20,000 (S) 1.18
2003-10-24 9,500 (S) 1.12
2003-10-27 55,000 (S) 1.16
2003-11-12 85,600 (P) 1.37
2003-11-14 167,600 (P) 1.69
2003-11-17 63,000 (P) 1.79
2003-11-18 20,000 (P) 1.88
2003-11-19 52,700 (P) 1.90
2003-11-20 5,444 (P) 1.86
2003-11-26 20,000 (P) 2.12
2003-12-04 36,912 (P) 2.45
Page 11 of 13 Pages
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Section
240.13d1(k)
Page 12 of 13 Pages
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13D-(f)(1)
----------------------------------
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.
Dated: December 12, 2003
LONESTAR PARTNERS, L.P. LONESTAR CAPITAL MANAGEMENT LLC
By: Lonestar Capital Management LLC, By: /s/ Jerome L. Simon
its General Partner ---------------------------
Name: Jerome L. Simon
By: /s/ Jerome L. Simon Title: Manager
---------------------------
Name: Jerome L. Simon /s/ Jerome L. Simon
Title: Manager ---------------------------
Jerome L. Simon
Page 13 of 13 Pages