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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 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
1,613,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 287,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,613,000
WITH
10. SHARED DISPOSITIVE POWER
287,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.94%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement amends and supplements the information set
forth in the Schedule 13D filed by Cumberland Associates with the Securities and
Exchange Commission (the "Commission") on October 11, 1996 and constitutes
Amendment No. 1 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 is revised and amended in its
entirety as set forth below:
As of the date hereof, Cumberland Associates held and
beneficially owned 1,900,000 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
$6,175,000. Of this amount, Cumberland Associates invested approximately
$4,463,973 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.
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Item 5. Interest in Securities of the Issuer.
The first paragraph of Item 5 is revised and amended in its
entirety as set forth below:
As of the date hereof, Cumberland Associates beneficially
owned the aggregate number and percentage of outstanding Common Stock set forth
below:
Number of Shares Percentage
---------------- ----------
1,900,000(1) 4.94%(2)
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(1) As to 1,900,000 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 38,500,000 shares of Common Stock outstanding, as
indicated in the Company's Form 10-Q for the quarterly period ended
September 30, 1996.
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 past 60 days. As of the date of this
filing, Cumberland Associates is no longer the beneficial owner of more than 5%
of the Common Stock.
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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: December 30, 1996
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
Andrew Wallach
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
- ----------- ------------ ------------ ---------
12/19/96 127,540 $3.0208
12/20/96 2,000 3.1875
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* The transactions set forth in this Appendix were regular way transactions.
