<PAGE>
PAGE 1 OF 5 PAGES
--- ---
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Hawaiian Airlines, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
419849104
----------------------------------------
(CUSIP Number)
January 1, 1998
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d- (c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 419849104 13G PAGE 2 OF 5 PAGES
--- ---
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Amber Arbitrage LDC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ] (b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 4,667,672
OWNED BY --------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON WITH None
--------------------------------------------
7. SOLE DISPOSITIVE POWER
4,667,672
--------------------------------------------
8. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,667,672
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*:
[ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.1%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*:
BD, OO
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 419849104 13G PAGE 3 OF 5 PAGES
--- ---
Item 1.
(a) Name of Issuer:
Hawaiian Airlines, Inc.
(b) Address of Issuer's Principal Executive Offices:
3375 Koapaka Street, Suite 6-350, Honolulu, HI 96819
Item 2.
(a) Name of Person Filing:
Amber Arbitrage LDC
(b) Address of Principal Business Office:
c/o Custom House Fund Management Limited, 31 Kildare Street,
Dublin 2, Ireland
(c) Citizenship:
Cayman Islands
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
419849104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the Person filing is a:
(a) [X] Broker or dealer registered under Section 15 of the
Exchange Act.
Items (b), (c), (d), (e), (f), (g), (h), (i), and (j) not
applicable
If this statement is filed pursuant to Rule 13d-1(c), check
this box [ ]
Item 4. Ownership
(a) Amount Beneficially Owned: 4,667,672
The sole director of the Person filing is Lismore Management,
Ltd., a British Virgin Islands company, which has a principal
business address at: c/o ING Trust (BVI) Limited, P.O. Box
3459, Road Town, Tortola, British Virgin Islands. Peter
Anderson and John Benbow have been designated by Lismore
Management, Ltd. to act on behalf of Lismore Management Ltd.
as directors of the person filing. To the knowledge of the
filing person, Messrs. Anderson and Benbow are citizens of the
United Kingdom and permanent residents of the Cayman Islands,
with business addresses of: P.O. Box 923, Grand Cayman, Cayman
Islands.
(b) Percent of Class: 12.1%
<PAGE>
CUSIP NO. 419849104 13G PAGE 4 OF 5 PAGES
--- ---
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 4,667,672
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
4,667,672
(iv) shared power to dispose or to direct the disposition of: -0-
see item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
CUSIP NO. 419849104 13G PAGE 5 OF 5 PAGES
--- ---
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Amber Arbitrage LDC
By: Lismore Management Ltd.
By: /s/John Benbow /s/ Peter Anderson
-----------------------------------
Dated: May 4, 1998
