SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAWAIIAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
HAWAII 99-0042880
(State of incorporation or organization) (IRS Employer
Identification No.)
3375 Koapaka Street, Suite G350 96819-1869
Honolulu, HI (Zip code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights American Stock Exchange, Inc.
Pacific Exchange Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 1, 1994, the Board of Directors of Hawaiian
Airlines, Inc. (the "Registrant") authorized adoption of a
shareholder rights plan pursuant to which one preferred stock
purchase right (a "Right") is attached to each share of Common
Stock, par value $.01 per share, of the Registrant.
All Rights were issued pursuant to, and are subject to the
terms and conditions of, the Rights Agreement, dated as of
December 23, 1994 (as amended by Amendments 1 and 2 thereto,
the "Rights Agreement") by and between the Registrant and its
Rights Agent (currently ChaseMellon Shareholders Services,
L.L.C., as successor to Chemical Trust Company of California).
Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Rights Agreement.
On May 21, 1998, the Board of Directors of the Registrant
amended the Rights Agreement to provide that the definition of
a "10% Shareholder" shall exclude 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.
ITEM 2. EXHIBITS.
Exhibit No.
1. Rights Agreement dated as of December 23, 1994, by
and between the Registrant and the Rights Agent*
2. Amendment No. 1 to Rights Agreement dated as of
December 23, 1994, by and between the Registrant and
the Rights Agent*
3. Amendment No. 2 to Rights Agreement dated as of
December 23, 1994, by and between the Registrant and
the Rights Agent*
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4. Amendment No. 3 to Rights Agreement dated as of
December 23, 1994, by and between the Registrant and
the Rights Agent
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*Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
HAWAIIAN AIRLINES, INC.
(Registrant)
Dated: May 21, 1998 By: /s/ John L. Garibaldi
-------------------------
John L. Garibaldi
Executive Vice President
And Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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1. Rights Agreement dated as of December 23, 1994, by and between the
Registrant and the Rights Agent*
2. Amendment No. 1 to Rights Agreement dated as of December 23, 1994, by
and between the Registrant and the Rights Agent*
3. Amendment No. 2 to Rights Agreement dated as of December 23, 1994, by
and between the Registrant and the Rights Agent*
4. Amendment No. 3 to Rights Agreement dated as of December 23, 1994, by
and between the Registrant and the Rights Agent
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*Previously filed.
EXHIBIT 4
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
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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 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
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Name: Paul J. Casey
Title: President and Chief Executive Officer
By: /s/ John L. Garibaldi
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Name: John L. Garibaldi
Title: Executive Vice President and
Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Ian D. Gass
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Name: Ian D. Gass
Title: Assistant Vice President
