HAWAIIAN AIRLINES INC/HI
8-K, 1996-02-07
AIR TRANSPORTATION, SCHEDULED
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<PAGE>
 
                      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)                February 2, 1996



                            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
<PAGE>
 
ITEM 5.  OTHER EVENTS.
         ------------ 

         A copy of Hawaiian Airlines, Inc.'s (the "Company") press release
         dated February 2, 1996 announcing the election of John W. Adams as its
         new Chairman of the Board of Directors is filed as an exhibit to this
         Current Report on Form 8-K. Bruce R. Nobles, former chairman of the
         board, will continue as the Company's President and Chief Executive
         Officer.


ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
         ----------------------------------------------------------------- 

         (c)  Exhibits.

              Exhibit 99.1  Press Release dated February 2, 1996.


                                      -3-
<PAGE>
 
                                 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:  February 2, 1996            By  /s/ C.J. David Davies
                                       ----------------------             
                                       C.J. David Davies
                                       Senior Vice President-Finance
                                       and Chief Financial Officer
                                       (Principal Financial and
                                       Accounting Officer)


                                      -4-

<PAGE>
 
                                                                    EXHIBIT 99.1


[Letterhead of Hawaiian Airlines, Inc.]
[Dated Friday, February 2, 1996]


          John W. Adams Elected Chairman of Hawaiian Airlines, Inc.;
                Bruce R. Nobles Continues As President and CEO


     HONOLULU -- At a meeting of the new board of directors of Hawaiian
Airlines, Inc. today, board members voted to elect to the position of Chairman
of the Board of Directors John W. Adams, president of Smith Management Company,
a New York-based investment firm and president and sole shareholder of AIP's
General Partner.  Bruce R. Nobles, formerly chairman of Hawaiian's board, will
continue as the airline's President and Chief Executive Officer.  Adams was
recently elected to the board of directors at a special meeting of Hawaiian's
shareholders held on January 30, 1996.

     "This position in no way changes Bruce's role in running Hawaiian Airlines.
We have complete confidence in him and will continue to rely on his outstanding
leadership to run the company successfully," Mr. Adams said.

     Airline Investors Partnership, L.P. (AIP) acquired a controlling interest
in Hawaiian Airlines and six of 11 seats on its board of directors in an equity
investment transaction voted on and passed at the special shareholders meeting
and consummated on January 31, 1996.  The investment and a series of related
agreements create additional operating efficiencies for the company's future.

     "Thanks to a lot of hard work from every employee, I believe that Hawaiian
is now poised for success," Mr. Nobles said.  "I greatly appreciate AIP's
continued support and faith in what Hawaiian Airlines can become, and look
forward to working closely with the board of directors to achieve this goal."

     Hawaiian Airlines was founded in Honolulu as Inter-Island Airways on
January 30, 1929.  It inaugurated Hawaii's first scheduled interisland passenger
flights on November 11, 1929 using eight-seat Sikorsky S-38 amphibious
airplanes.  Today, Hawaiian provides more than 150 interisland flights daily
using 139-seat McDonnell Douglas DC-9 jet aircraft in addition to its widebody
DC-10 service to five West Coast gateway cities and two destinations in the
South Pacific.


                                    - 30 -


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