-----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, CPuaxldyAP34ct9862gDUwMF4/r4HgB2r2zhxPuYYsAW52Nja4UkVrgypZDBmPH9 OTXD+CWef8f7a16SX184uw== 0000950142-98-000408.txt : 19980525 0000950142-98-000408.hdr.sgml : 19980525 ACCESSION NUMBER: 0000950142-98-000408 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980522 SROS: AMEX FILER: 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08836 FILM NUMBER: 98630200 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 8-A12B/A 1 AMENDMENT NO. 2 TO 8-A12B 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 - ------------------- ------------------------------ Preferred Stock Purchase Rights American Stock Exchange, Inc. Pacific Exchange Inc. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 2 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* 3 4. Amendment No. 3 to Rights Agreement dated as of December 23, 1994, by and between the Registrant and the Rights Agent - ----------------------- *Previously filed. 4 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 5 EXHIBIT INDEX 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* 4. Amendment No. 3 to Rights Agreement dated as of December 23, 1994, by and between the Registrant and the Rights Agent - ---------------------- *Previously filed. EX-4 2 EXHIBIT 4 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 7 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 - --------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----