Schedule 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
KIWI INTERNATIONAL AIR LINES, INC.
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(Name of Issuer)
KIWI INTERNATIONAL AIR LINES, INC.
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(Name of Person(s) Filing Statement)
10% CONVERTIBLE SUBORDINATED SECURED NOTES DUE JUNE 1, 1996
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
JAMES E. PLAYER, CHIEF FINANCIAL OFFICER
KIWI INTERNATIONAL AIR LINES, INC., HEMISPHERE CENTER
ROUTES 1 & 9 SOUTH NEWARK, NEW JERSEY 07114 (201) 645-1133
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(Name, Address and Telephone Number of Person Authorized or
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
MAY 22, 1996
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(Date Tender Offer First Published, Sent or Given to Security Holders)
With copies to:
Douglas R. Brown, Esq.
Norris, McLaughlin & Marcus
721 Route 202-206
P.O. Box 1018
Somerville, New Jersey 08876-1018
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<PAGE>
SCHEDULE 13E-4
(Amendment No. 1)
This amended Issuer Tender Offer Statement on Schedule 13E-4 relates to an
offer (the "Conversion Price Reduction Offer") by KIWI International Air Lines,
Inc., a New Jersey corporation (the "Company"), to reduce the conversion price
applicable to the Company's 10% Convertible Subordinated Secured Notes due June
1, 1996 (the "Convertible Notes") from $5.00 per share to $1.00 per share until
June 1, 1996. The Conversion Price Reduction Offer originally was described in
the Schedule 13E-4 filed with the Commission on May 22, 1996 (File
No. 005-45943), which is amended hereby.
The purpose of this amendment is to disclose the Company's election as of
May 30, 1996 to withdraw the Conversion Price Reduction Offer. Written notice of
withdrawal of the Conversion Price Reduction Offer was given to each of the 15
holders of Convertible Notes who are not directors or executive officers of the
Company.
Pursuant to General Instruction E to Schedule 13E-4, information previously
disclosed in the original Schedule 13E-4 amended hereby is omitted from this
statement.
Item 1. Security and Issuer.
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(b) The Company elected to withdraw the Conversion Price Reduction
Offer effective May 30, 1996. All holders who gave notice of
their intention to convert under the terms of the Conversion
Price Reduction Offer had their conversion notices nullified
and were not bound by such notice to convert the principal
amount of their Convertible Notes.
Item 9. Material to be Filed as Exhibits.
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(a) (i) Form of notice from Company to holders of Convertible
Notes of the withdrawal of the Conversion Price Reduction
Offer.
SIGNATURE
After due 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.
KIWI INTERNATIONAL AIR LINES, INC.
By: /s/ JAMES E. PLAYER
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James E. Player
Chief Financial Officer
Dated: June 3, 1996
2
{KIWI LOGO}
EXHIBIT A(i)
May 31, 1996
TO: HOLDERS OF KIWI'S 10% CONVERTIBLE SUBORDINATED SECURED NOTES DUE
JUNE 1, 1996 (THE "CONVERTIBLE NOTES")
Dear Investor:
The Board of Directors wishes to advise you that it has withdrawn the offer
to reduce the Conversion Price of the Notes from $5.00 to $1.00.
Those of you who have delivered Conversion Notices to the Company pursuant
to the tender offer are no longer bound by the election to convert.
Representatives of the Company will contact you shortly to discuss the
matter.
Very truly yours,
The Board of Directors
Hemisphere Center - U.S. 1 & 9 South - Newark, NJ 07114 - For reservations,
call: 1-800-JET-KIWI (1-800-538-5494)
Executive Office: (201) 645-1133 - Fax: (201) 645-1161 -
Local Calls: (201) 622-3232 - (908) 353-3232
