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) May 21, 1998
HAWAIIAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
HAWAII 1-8836 99-0042880
(state or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
3375 Koapaka Street, Suite G350 96819-1869
Honolulu, HI (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code (808) 835-3700
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ITEM 5. OTHER EVENTS
On May 21, 1998, the Board of Directors of Hawaiian Airlines,
Inc. (the "Registrant") approved an amendment (the
"Amendment") to the Rights Agreement, dated as of December 23,
1994 (the "Rights Agreement"), between the Registrant and the
Rights Agent (currently ChaseMellon Shareholder Services,
L.L.C., as successor to Chemical Trust Company of California).
Unless the context indicates to the contrary, terms used and
not defined herein shall have the meanings ascribed to them in
the Rights Agreement. The Rights Agreement was filed as an
exhibit to a Current Report on Form 8-K, dated December 23,
1994, and is incorporated herein by reference. Amendment No. 1
to the Rights Agreement was filed as Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 and is incorporated herein by reference.
Amendment No. 2 to the Rights Agreement was filed as Exhibit 4
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and is incorporated herein by
reference.
The Amendment amends the definition of "10% Shareholder" to
exclude from such definition any Person that the Board of
Directors of the Registrant has determined is not a 10%
Shareholder, if such determination is prior to the 10th
Business Day following the relevant 10% Ownership Date;
provided that, following such determination, such Person shall
be deemed to be a 10% Shareholder upon a public announcement,
by the Registrant or otherwise, including, without limitation,
a report filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, that such Person has
acquired any additional Voting Shares of the Registrant if, at
such time such Person, together with all Affiliates and
Associates of such Person, shall Beneficially Own 10% or more
of the Voting Shares of the Registrant then outstanding.
The Board of Directors of the Registrant determined, following
adoption of the Amendment, that, pursuant to Subsection (v) of
Section 1(hh) of the Rights Agreement, as amended, Amber
Arbitrage LDC ("Amber") is not a 10% Shareholder, provided
that Amber shall be deemed to be a 10% Shareholder upon the
public announcement, by the Registrant or otherwise,
including, without limitation, a report filed pursuant to
Section 13(d) of the Securities Exchange Act of 1934, that
Amber has acquired any additional Voting Shares of the
Registrant if, at such later time, Amber, together with all of
its Affiliates and Associates, shall beneficially own 10% or
more of the Voting Shares of the Registrant then outstanding.
A copy of the Amendment is attached hereto as Exhibit 99.1 and
the above description of the Amendment is qualified in its
entirety by reference to such Exhibit.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Amendment No. 3, dated as of
May 21, 1998, to the Rights
Agreement, dated as of December 23,
1994, between Hawaiian Airlines,
Inc. and its Rights Agent.
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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: May 21, 1998 By: /s/ John L. Garibaldi
-------------------------
John L. Garibaldi
Executive Vice President
and Chief Financial Officer
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EXHIBIT 99.1
AMENDMENT NO. 3, dated as of May 21, 1998 (the "Amendment"), to the
Rights Agreement, dated as of December 23, 1994, as amended (the "Agreement"),
between Hawaiian Airlines, Inc., a Hawaiian corporation (the "Company"), and
Chemical Trust Company of California, which has been succeeded by ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as rights
agent (the "Rights Agent"). Unless the context indicates to the contrary,
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Agreement.
Pursuant to Section 27 of the Agreement, the Board of Directors of the
Company may, from time to time, supplement or amend any provision of the
Agreement in accordance with the provisions of such Section.
This Amendment became effective on May 21, 1998, immediately upon its
approval by the Board of Directors of the Company by resolution adopted at a
meeting held on that date.
Accordingly, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
Amendment to Section 1(hh). Section 1(hh) of the Agreement is amended
by adding the following subsection (v):
"or (v) any Person that the Board of Directors of the Company has
determined is not a 10% Shareholder, if such determination is prior to
the tenth Business Day following the relevant 10% Ownership Date;
provided that, following such determination by the Board of Directors
of the Company, such Person shall be deemed to be a 10% Shareholder
upon a public announcement, by the Company or otherwise, including,
without limitation, a report filed pursuant to Section 13(d) of the
Exchange Act, that such Person has acquired any additional Voting
Shares of the Company, if at such time such Person, together with all
Affiliates and Associates of such Person, shall Beneficially Own 10% or
more of the
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Voting Shares of the Company then outstanding";
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above first written.
HAWAIIAN AIRLINES, INC.
By: /s/ Paul J. Casey
---------------------
Name: Paul J. Casey
Title: President and Chief Executive Officer
By: /s/ John L. Garibaldi
-------------------------
Name: John L. Garibaldi
Title: Executive Vice President and
Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Ian D. Gass
-------------------
Name: Ian D. Gass
Title: Assistant Vice President
