-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B45P1IKYpOYApgemogYi4PL3jIDFIep4H0gai9/9rh7z0Zyk4exWhLiU41OLaR3B scoIwWuecZtjhaMTM9bD1g== 0000950142-02-000658.txt : 20020628 0000950142-02-000658.hdr.sgml : 20020628 20020628101543 ACCESSION NUMBER: 0000950142-02-000658 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN AIRLINES INC/HI CENTRAL INDEX KEY: 0000046205 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 990042880 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13378 FILM NUMBER: 02690232 BUSINESS ADDRESS: STREET 1: 3375 KOAPAKA ST STREET 2: STE G350 CITY: HONOLULU STATE: HI ZIP: 96819 BUSINESS PHONE: 8088353700 FORMER COMPANY: FORMER CONFORMED NAME: HAL INC /HI/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN AIRLINES INC DATE OF NAME CHANGE: 19850314 FORMER COMPANY: FORMER CONFORMED NAME: INTER ISLAND AIRWAYS LTD DATE OF NAME CHANGE: 19670920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN AIRLINES INC/HI CENTRAL INDEX KEY: 0000046205 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 990042880 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 3375 KOAPAKA ST STREET 2: STE G350 CITY: HONOLULU STATE: HI ZIP: 96819 BUSINESS PHONE: 8088353700 FORMER COMPANY: FORMER CONFORMED NAME: HAL INC /HI/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN AIRLINES INC DATE OF NAME CHANGE: 19850314 FORMER COMPANY: FORMER CONFORMED NAME: INTER ISLAND AIRWAYS LTD DATE OF NAME CHANGE: 19670920 SC TO-I/A 1 scheduleto-a3.txt AMENDMENT NO. 3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) HAWAIIAN AIRLINES, INC. (Name of Subject Company and Filing Person) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 419849104 (CUSIP Number of Class of Securities) CHRISTINE R. DEISTER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HAWAIIAN AIRLINES, INC. 3375 KOAPAKA STREET, SUITE G-350 HONOLULU, HAWAII 96819 (808) 835-3700 WITH A COPY TO: JUDITH R. THOYER PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidder) [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ 2 Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), hereby amends and supplements its Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the "Commission") on May 31, 2002, as amended by Amendment No. 1, dated as of June 10, 2002, as amended by Amendment No. 2, dated as of June 14, 2002 (the "Schedule TO"), in connection with the offer by the Company to purchase up to 5,880,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its outstanding common stock, par value $0.01 per share (the "Shares"), at a purchase price of $4.25 per share, net to the seller in cash, subject to applicable withholding of taxes, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 31, 2002 (the "Offer to Purchase"), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following which is incorporated by reference herein: "On June 27, 2002, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(1)(O), and is incorporated herein by reference." ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: EXHIBIT NUMBER DESCRIPTION -------------- --------------------------------------- (a)(1)(O) Press Release, dated June 27, 2002. 3 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. Dated: June 27, 2002 HAWAIIAN AIRLINES, INC. By: /s/ Christine R. Deister --------------------------------------- Name: Christine R. Deister Title: Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------------------------------- (a)(1)(A) Offer to Purchase, dated May 31, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Press Release, dated May 30, 2002 (incorporated by reference to the Schedule TO-C filed by Hawaiian Airlines, Inc. with the Securities and Exchange Commission on May 31, 2002).* (a)(1)(H) Form of Letter to Shareholders, dated May 31, 2002.* (a)(1)(I) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants.* (a)(1)(J) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants.* (a)(1)(K) Notice to Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan.* (a)(1)(L) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan.* (a)(1)(M) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan.* (a)(1)(N) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan.* (a)(1)(O) Press Release, dated June 27, 2002. (b) Not applicable. (d)(1)(A) Registration Rights Agreement, dated as of January 31, 1996, by and among Hawaiian Airlines, Inc. and Airline Investors Partnership, L.P.* (d)(1)(B) Stockholders Agreement, dated as of June 1996, by and among Airline Investors Partnership, L.P., the Air Line Pilots Association, Hawaiian Master Executive Council, the Association of Flight Attendants and the International Association of Machinists.* (d)(1)(C) Stock Allocation Agreement, dated as of May 2001, between Hawaiian Airlines, Inc. and the Air Line Pilots in the service of Hawaiian Airlines, Inc., as represented by the Air Line Pilots Association, International.* (g) Not applicable. (h) Not applicable. - ------------------------ * Previously filed. EX-99 3 exa1osctoa3.txt EXHIBIT (A)(1)(O) EXHIBIT (a)(1)(O) ----------------- FOR IMMEDIATE RELEASE Contact: Keoni Wagner Thursday, June 27, 2002 (808) 838-6778 wagner@HawaiianAir.com HAWAIIAN AIRLINES, INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER FOR 5,880,000 OF ITS OWN SHARES Hawaiian Airlines, Inc. (AMEX and PCX: HA) today announced the preliminary results for its cash tender offer to purchase up to 5,880,000 shares, or approximately 17.46%, of its outstanding common stock at a price of $4.25 net per share. The offer, which was oversubscribed, expired at 12:00 midnight, New York City time, on June 27, 2002. Based on a preliminary count, approximately 27,575,392 shares were tendered and not withdrawn, of which approximately 1,028,605 were tendered pursuant to notices of guaranteed delivery. Hawaiian will accept 5,880,000 properly tendered shares on a pro rata basis, with a proration factor expected to be approximately 21.32%. The estimated proration factor is subject to change. The final proration factor is expected to be announced on or about July 9, 2002. Payment for accepted shares, and return of all other tendered shares, will be made over the next two weeks by the depositary. On May 30, 2002, Hawaiian had 33,674,143 shares of common stock issued and outstanding. As a result of the completion of the offer, Hawaiian expects to have approximately 27,794,143 shares of common stock issued and outstanding as of the time immediately following payment for the accepted shares. For additional information, call Mellon Investor Services LLC, our information agent for this tender offer, at 1-800-549-9249. ABOUT HAWAIIAN AIRLINES Founded in 1929 as Inter-Island Airways, Hawaiian Airlines is the first and largest Hawaii-based airline. From Honolulu, Hawaiian Airlines provides scheduled and charter air transportation of passengers, cargo and mail among the islands of Hawaii and between Hawaii and eight Western U.S. gateway cities and two destinations in the South Pacific. The nation's 12th-largest carrier, it is also the second-largest provider of trans-Pacific air service between the U.S. mainland and Hawaii. Additional information on Hawaiian Airlines is available on-line at www.HawaiianAir.com. -----END PRIVACY-ENHANCED MESSAGE-----