UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
HAWAIIAN AIRLINES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
419849-104
(CUSIP Number)
Steven R. Kamen, Esq.
885 Third Avenue
34th Floor
New York, New York 10022
Tel. No.: (212) 888-5500
With a copy to:
Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York, 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 19, 2001
(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 which 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 Section 240.13d-7(b)
for other parties to whom copies are to be sent.
*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).
This document consists of 9 pages
CUSIP No. 419849-104 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIRLINE INVESTORS PARTNERSHIP, L.P.
--------------------------------------------------------------------------------
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
ITEM 2(d) or 2(e)
{ }
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,181,818
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
18,181,818
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,262,643
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
{ }
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIP GENERAL PARTNER, INC.
--------------------------------------------------------------------------------
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
ITEM 2(d) or 2(e)
{ }
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,181,818
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
18,181,818
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,262,643
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
{ }
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 4 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. ADAMS
--------------------------------------------------------------------------------
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
ITEM 2(d) or 2(e)
{ }
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,262,643
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
--
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
18,262,643
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,262,643
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
{ }
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 5 of 9 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This is Amendment No. 2 (this "AMENDMENT") to the Schedule 13D
filed by the Reporting Parties with respect to the Common Stock of Hawaiian
Airlines, Inc. (the "COMPANY"), dated as of January 18, 1996, as amended by
Amendment No. 1, dated as of January 31, 1996, (the "ORIGINAL SCHEDULE 13D").
ITEM 4 PURPOSE OF THE TRANSACTION.
Item 4 is amended as follows:
Pursuant to an Agreement and Plan of Merger, dated as of December
19, 2001 (the "AIP MERGER AGREEMENT") (attached hereto as EXHIBIT 1 to this
Amendment and incorporated herein by reference thereto), by and among AIP
General Partner, Inc., a Delaware corporation ("AIP GP"), the general partner
of Airline Investors Partnership, L.P., a Delaware limited partnership
("AIP"), AIP, Inc. ("AIP INC."), the sole limited partner of AIP, and TW
Acquisition III, Inc., a Delaware corporation, ("HOLDCO"), each of AIP GP and
AIP Inc. has agreed, on the terms and subject to the conditions set forth
therein, (i) to merge with and into Holdco with Holdco as the surviving
company (the "AIP MERGER"), (ii) to cause the stockholders of each of AIP GP
and AIP Inc. to form a Delaware limited liability company ("AIP LLC") to
contribute all of the outstanding shares of capital stock of AIP GP and AIP
Inc., respectively, to AIP LLC in exchange for interests therein, and (iii)
that AIP will transfer its shares of Series B Special Preferred Stock, par
value $.01 per share, of the Company to John W. Adams for an aggregate
purchase price of $4.00, as a result of which AIP LLC will have its shares of
capital stock of AIP GP and AIP Inc. converted into the right to receive
shares of capital stock of Holdco, 8% Notes due 2008 issued by Holdco (the
"NOTES") and $10,000,000 in cash in the aggregate. Because the general
partner and the limited partner of AIP will be the same person after the AIP
Merger, AIP will cease to exist.
Pursuant to an Agreement and Plan of Merger (THE "MERGER
AGREEMENT") by and among the Company, Aloha Airgroup, Inc. ("ALOHA"), Holdco
and TurnWorks, Inc. ("TURNWORKS"), pursuant to which each of the Company and
Aloha has agreed to become a subsidiary of Holdco (the "MERGER"). Depending
on the satisfaction (or failure) of certain tax considerations, the Merger
will be effected using alternative structures. In one structure, the Company
will merge into a wholly-owned subsidiary of Holdco ("HAWAIIAN LLC"), with
Hawaiian LLC as the surviving entity, and Aloha will merge into a
wholly-owned subsidiary of Holdco ("ALOHA LLC"), with Aloha LLC as the
surviving entity. In the alternative structure , the Company will merge into
Holdco, with Holdco as the surviving entity and Holdco will contribute all of
the assets and liabilities which it receives in such merger to a wholly-owned
subsidiary of Holdco, and Aloha will merge with and into a wholly-owned
subsidiary of Holdco ("ALOHA CORP"), with Aloha Corp as the surviving entity.
In each structure, the Company's stockholders will receive for each share of
the Company's Common Stock, par value $.01 per share ("COMPANY COMMON
STOCK"), one share of Common Stock of Holdco, par value $.0001 ("HOLDCO
COMMON STOCK"), and $2.00 in principal amount of 8% Senior Notes due 2008 to
be issued by Holdco (the "NOTES"). The Merger is expected to be tax-free to
the Company's stockholders, except with respect to the receipt of Notes or
cash. Upon completion of the Merger, Holdco will change its name to "Aloha
Holdings, Inc." After the Merger and the AIP Merger described above, the
Company's stockholders will own approximately 52% of Holdco Common Stock and
Aloha stockholders will own approximately 28% of
Page 6 of 9 Pages
Holdco Common Stock. The remaining 20% of Holdco Common Stock will be owned
by TurnWorks, which is owned by Greg Brenneman, who will be Chairman and CEO
of Holdco. In the Merger, as required by the Certificate of Incorporation of
the Company, the holders of the outstanding shares of Special Preferred Stock
of the Company, par value $.01 per share, will receive, for each such share,
one share of Holdco Common Stock and $2.00 in principal amount of Notes.
Upon consummation of the mergers described above, AIP LLC, along
with TurnWorks and the controlling stockholders of Aloha, will have
representatives on the Board of Directors of Holdco through the issuance of
shares of Special Preferred Stock of Holdco. Pursuant to the terms of the
existing collective bargaining agreements of the Company with the Air Line
Pilots Association, the International Association of Machinists and the
Association of Flight Attendants, the unions who represent employees of the
Company will also be issued shares of Special Preferred Stock of Holdco and
to have Board representatives.
Consummation of the transactions contemplated above are subject
to numerous conditions, including the receipt of all regulatory approvals, as
well as stockholder approval. The vote required for approval of the Merger by
the Company stockholders is the affirmative vote of the holders of at least
75% of the outstanding Company Common Stock and Special Preferred Stock
voting as a class. In addition, it is a closing condition that the Merger
also receive the affirmative vote of at least a majority of "Qualified
Shares", as such term is used in Section 414-264 of the Hawaii Business
Corporation Act.
The foregoing discussion of the AIP Merger Agreement and the
Merger Agreement is qualified in its entirety by reference to each such
agreement filed as EXHIBIT 1 and EXHIBIT 2, respectively, to this Amendment
and incorporated by reference herein.
Other than as described above, as contemplated by the AIP Merger
Agreement, the A/B Merger Agreement, the transactions contemplated thereby,
or as contemplated by any agreement or form of agreement described or listed
in Items 6 or 7 below, none of the Reporting Persons has any plans or
proposals that relate to or would result in (i) the acquisition by any person
of additional securities of the Company, or the disposition of securities of
the Company, (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries, (iii) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries, (iv) any change in the present board
of directors or management of the Company, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies
on the board, (v) any material change in the present capitalization or
dividend policy of the Company, (vi) any other material change in the
Company's business or corporate structure, (vii) changes to the Company's
charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any person, (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act or (x) any action similar to those enumerated above, although,
subject to the provisions of the Merger Agreement, they reserve the right to
develop such plans.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Page 7 of 9 Pages
Item 6 is amended as follows:
AIP, which beneficially owns shares of capital stock of the
Company representing at least 53.2% of the votes entitled to be cast at the
stockholders meeting of the Company, has entered into a Voting Agreement,
dated as of December 19, 2001, by and among AIP, Aloha and Holdco, for the
benefit of Aloha and Holdco (the "VOTING AGREEMENT") (attached hereto as
EXHIBIT 3 to this Amendment and incorporated herein by reference thereto),
pursuant to which AIP has committed to, and to cause its affiliates to commit
to, INTER ALIA, (i) vote its shares of capital stock of the Company at the
stockholders meeting of the Company in favor of the adoption and approval of
the Merger Agreement and the ancillary agreements and the transactions
contemplated thereby; (ii) waive any rights of appraisal or rights of dissent
it may have in connection with the Merger; (iii) not transfer any shares it
owns of the Company's capital stock except in accordance with the Merger
Agreement and all ancillary agreements in connection with the Merger
Agreement; (iv) not encourage or solicit any takeover proposal of the
Company; (v) irrevocably grant to, and appoint, the Chief Executive Officer
of Holdco, a proxy and attorney in-fact to vote AIP's shares of capital stock
of the Company on certain matters in the future; and (vi) to use reasonable
efforts to cooperate and assist in the effectuation of the Merger Agreement
and all ancillary agreements in connection with the transactions contemplated
by the Merger Agreement.
The foregoing discussion of the Voting Agreement is qualified in
its entirety by reference to each such agreement filed as EXHIBIT 3 to this
Amendment and incorporated by reference herein
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement and Plan of Merger, dated as of
December 19, 2001, among AIP General Partner, Inc.,
a Delaware corporation, AIP Inc., a Delaware
corporation, TurnWorks Acquisition III, Inc., a
wholly-owned subsidiary of TurnWorks, Inc. and a
Delaware corporation, and TurnWorks, Inc., the sole
stockholder of Holdco and a Texas corporation.
Exhibit 2: Agreement and Plan of Merger, dated as of
December 19, 2001, among Aloha Airgroup, Inc., a
Hawaii corporation, Hawaiian Airlines, Inc., a
Hawaii corporation, TurnWorks Acquisition III, Inc.,
a wholly-owned subsidiary of TurnWorks, Inc.
and a Delaware corporation, and TurnWorks, Inc.,
the sole stockholder of TurnWorks, Inc. and a Texas
corporation.
Exhibit 3: Voting Agreement, dated as of December 19, 2001,
among Airline Investors Partnership, L.P., a Delaware
limited partnership, Aloha Airgroup, Inc., a Hawaii
corporation and TurnWorks Acquisition III, Inc., a
Delaware corporation to be renamed Aloha Holdings,
Inc.
Page 8 of 9 Pages
SIGNATURES
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.
December 20, 2001
AIRLINE INVESTORS PARTNERSHIP, L.P.
By AIP General Partner, Inc., its general partner
By: /S/ John W. Adams
----------------------------------
John W. Adams
President
AIP GENERAL PARTNER, INC.
By: /s/ John W. Adams
----------------------------------
John W. Adams
President
/s/ John W. Adams
----------------------------------
John W. Adams
Page 9 of 9 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
1 Agreement and Plan of Merger, dated as of December 19, 2001,
among AIP General Partner, Inc., a Delaware corporation, AIP
Inc., a Delaware corporation, TurnWorks Acquisition III, Inc., a
wholly-owned subsidiary of TurnWorks, Inc. and a Delaware
corporation, and TurnWorks, Inc., the sole stockholder of Holdco
and a Texas corporation.
2 Agreement and Plan of Merger, dated as of December 19, 2001,
among Aloha Airgroup, Inc., a Hawaii corporation, Hawaiian
Airlines, Inc., a Hawaii corporation, TurnWorks Acquisition III,
Inc., a wholly-owned subsidiary of TurnWorks, Inc. and a
Delaware corporation, and TurnWorks, Inc., the sole stockholder
of TurnWorks, Inc. and a Texas corporation.
3 Voting Agreement, dated as of December 19, 2001, among Airline
Investors Partnership, L.P., a Delaware limited partnership,
Aloha Airgroup, Inc., a Hawaii corporation and TurnWorks
Acquisition III, Inc., a Delaware corporation to be renamed
Aloha Holdings, Inc.