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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
Date of Report (Date of earliest event reported) December 8, 1995
HAWAIIAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
HAWAII 1-8836 99-0042880
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
3375 Koapaka Street, Suite G350
Honolulu, HI 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.
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A copy of Hawaiian Airlines, Inc.'s (the "Company") press release
dated December 8, 1995 announcing the Board of Directors' unanimous
approval of a series of related agreements with labor representatives,
American Airlines, Inc.(R) and Airline Investors Partnership, L.P., a
private investor group that has agreed to infuse $20.0 million of
equity capital into the Company in return for a controlling interest
in the Company, is filed as an exhibit to this Current Report on Form
8-K. The agreements are subject to, among other things, ratification
by the Company's union employees and approval by shareholders at a
special shareholders meeting scheduled for January 25, 1996. If all
conditions are met, the Company anticipates closing the transaction no
later than January 31, 1996.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
Exhibit 99.1 Press Release dated December 8, 1995.
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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 AIRLINES, INC.
Dated: December 8, 1995 By /s/ C.J. David Davies
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C.J. David Davies
Senior Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT 99.1
[LETTERHEAD OF HAWAIIAN AIRLINES, INC.]
FOR IMMEDIATE RELEASE Contact: Keoni Wagner
Friday, December 8, 1995 (808) 838-6778
HAWAIIAN AIRLINES REACHES AGREEMENT WITH INVESTOR GROUP
HONOLULU -- Hawaiian Airlines' board of directors has unanimously approved
a series of related agreements reached with labor representatives, a major
creditor and an investor group that is expected to result in an infusion of no
less than $20 million in new equity capital and provide for future cost savings
for the Honolulu-based airline.
The agreements are subject to, among other things, ratification by the
company's union employees and then approval by shareholders at a special
shareholders meeting scheduled for January 25, 1996. If all conditions are met,
the company anticipates closing the transaction no later than January 31, 1996.
On November 6, 1995, Hawaiian announced that it had signed a letter of
intent with a private investor group, Airline Investors Partnership (AIP), to
infuse $20 million into Hawaiian in return for a controlling interest in the
airline company. The transaction was conditioned on Hawaiian's reaching
agreements with other parties, including Hawaiian's labor groups and American
Airlines, which leases DC-10 aircraft to Hawaiian.
Bruce R. Nobles, Hawaiian's chairman, president and chief executive
officer, said the airline has reached agreements with representatives of the
company's major labor groups which will contribute to cost containment efforts
over the next several years.
In addition, Hawaiian has reached an agreement with American Airlines to
restructure past due DC-10 lease rent and maintenance fees related to Hawaiian's
use of American aircraft, and to restructure aircraft lease terms going forward.
"Thanks to the hard work of every employee at Hawaiian and the vision of
our business partners, we now have the opportunity to put Hawaiian Airlines back
on stable financial footing for the first time in nearly 10 years," Noble said.
In return for the $20 million cash infusion, AIP will receive 18,181,818
shares of Hawaiian's common stock and will be entitled to name six of the 11
seats on the airline's board of directors. The transaction also includes a plan
to extend a Rights Offering to Hawaiian's shareholders sometime in 1996, giving
them the opportunity to share in the enhanced value of the company by buying
additional shares at a substantially discounted price.
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If fully subscribed, such an offering would infuse no less than $11.1
million of capital into Hawaiian in addition to the $20 million received from
AIP.
Nobles said the cash infusion would be used for working capital for the
company.
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