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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HAWAIIAN AIRLINES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
419849104
(CUSIP Number)
Mr. Bruce G. Wilcox
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
September 20, 1996
(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(b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement |_|.
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SCHEDULE 13D
CUSIP No. 419849104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
1,742,540
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 287,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,742,540
WITH
10. SHARED DISPOSITIVE POWER
287,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,029,540
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01
per share (the "Common Stock" or the "Shares"), of Hawaiian Airlines, Inc.
(the "Company"), which has its principal executive offices at 3375 Koapaka
Street, Suite G-350, Honolulu, Hawaii 96819.
Item 2. Identity and Background.
This statement is being filed by Cumberland
Associates. Cumberland Associates is a limited partnership organized under
the laws of the State of New York, and is engaged in the business of
managing, on a discretionary basis, ten securities accounts, the
principal one of which is Cumberland Partners. The address of the
principal business and office of Cumberland Associates is 1114 Avenue of the
Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer,
Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the
general partners (the "General Partners") of Cumberland Associates. The
business address of each of the General Partners is the same as that of
Cumberland Associates. Each of the General Partners is a citizen of the United
States.
Neither Cumberland Associates nor any of the General
Partners have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has any
such person, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which any such person was or is subject to a judgment, decree or
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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.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Cumberland Associates held
and beneficially owned 2,029,540 shares of Common Stock. The aggregate
purchase price of the Common Stock purchased by Cumberland Associates on
behalf of Cumberland Partners, LongView Partners and the other managed
accounts was $6,596,005. Of this amount, Cumberland Associates invested
approximately $4,884,978 on behalf of Cumberland Partners, $778,277 on
behalf of LongView Partners and $932,750 on behalf of eight of Cumberland
Associates' other account holders. The source of funds for the purchase of
all such Common Stock by Cumberland Associates was a combination of
investment capital contributed by Cumberland Partners, LongView Partners and
the eight other managed accounts and margin borrowings through the margin
accounts of the account holders maintained with Morgan Stanley & Co.
Incorporated.
By virtue of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Act") each of the General Partners may be deemed the beneficial
owner of all of the Common Stock purchased by Cumberland Associates on
behalf of Cumberland Partners, LongView Partners and the other managed
accounts, and therefore each General Partner may be deemed to have invested
the aggregate amount of funds noted above. Except as noted above, none of the
General Partners has independently invested any of his funds for the purpose
of purchasing the Common Stock.
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Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of
its discretionary accounts, the Common Stock in order to acquire an equity
interest in the Company. As of the date hereof, Cumberland Associates is
holding such Common Stock solely for investment and it has no present plans or
proposals with respect to any material change in the Company's business or
corporate structure or, generally, any other action referred to in
instructions (a) through (j) of Item 4 of the form of Schedule 13D. Depending
on market conditions and other factors, Cumberland Associates may continue
purchases of Common Stock or may sell or otherwise dispose of all or portions
of such Common Stock, if such sales and purchases would be desirable
investments for the portfolios of its accounts.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates
beneficially owned the aggregate number and percentage of outstanding Common
Stock set forth below:
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Number of Shares Percentage
2,029,540(1) 5.3%(2)
Set forth in Appendix A attached hereto and
incorporated herein by reference are descriptions of the transactions in
the Common Stock effected by Cumberland Associates within the period
beginning 60 days prior to September 20, 1996 and ending on the date of this
filing.
In addition, each of the General Partners may, by virtue
of his position as general partner of Cumberland Associates, be deemed,
pursuant to Rule 13d-3 under the Act, to own beneficially the Common
Stock of which Cumberland Associates would possess beneficial ownership.
Other than in their respective capacities as general partners of Cumberland
Associates and as noted above, none of the General Partners is the beneficial
owner of any Common Stock.
- ----------------------------------
1 As to 1,742,540 Shares of which, there is sole voting power and
sole power to dispose or to direct the disposition of such Shares;
as to 287,000 Shares of which, there is shared voting power and
shared power to dispose or to direct the disposition of such Shares
because the eight other account holders may be deemed beneficial
owners of such Shares pursuant to Rule 13d-3 under the Act as a
result of their right to terminate their discretionary accounts within
a period of 60 days.
2 Based on the sum of (i) 26,409,421 shares of Common Stock
outstanding, as indicated in the Company's Form 10-Q for the quarterly
period ended June 30, 1996, and (ii) the subsequent offering by
the Company and purchase of 12,100,000 shares of Common Stock.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to management agreements with all of its
accounts except Cumberland Partners and LongView Partners, Cumberland
Associates receives (i) an annual management fee from some of its account
holders and (ii) an incentive fee from all of its account holders based, in
the case of some of the account holders, on the net appreciation during the
preceding fiscal or calendar year in the value of the securities in the
account and, in the case of other account holders, on the account's taxable
income during the preceding fiscal or calendar year. In the case of the
accounts of Cumberland Partners and LongView Partners, Cumberland Associates
received an annual management fee from each such account holders which does not
include an incentive fee.
Except as otherwise set forth in this statement, to the
best knowledge of the undersigned, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
or between the undersigned, the General Partners and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
No Exhibits are filed herewith.
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: October 11, 1996
CUMBERLAND ASSOCIATES
By:/s/ Bruce G. Wilcox
Bruce G. Wilcox
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
9/20/96 2,029,540 $3 1/4
* The transaction set forth in this Appendix was a regular way transaction.
