-----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, ACl0FIasr94OdRWv69vpJIygJ0i5ncDBzwHTdP/q9Arx7meRM4hy4zS8+QLRkNzj bsH4VIcMb7lnpTYVK2xxHA== 0000950142-98-000410.txt : 19980525 0000950142-98-000410.hdr.sgml : 19980525 ACCESSION NUMBER: 0000950142-98-000410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980521 ITEM INFORMATION: ITEM INFORMATION: 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-K SEC ACT: SEC FILE NUMBER: 001-08836 FILM NUMBER: 98630201 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-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 21, 1998 HAWAIIAN AIRLINES, INC. (Exact name of registrant as specified in its charter) HAWAII 1-8836 99-0042880 (state or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 3375 Koapaka Street, Suite G350 96819-1869 Honolulu, HI (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code (808) 835-3700 2 ITEM 5. OTHER EVENTS On May 21, 1998, the Board of Directors of Hawaiian Airlines, Inc. (the "Registrant") approved an amendment (the "Amendment") to the Rights Agreement, dated as of December 23, 1994 (the "Rights Agreement"), between the Registrant and the Rights Agent (currently ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company of California). Unless the context indicates to the contrary, terms used and not defined herein shall have the meanings ascribed to them in the Rights Agreement. The Rights Agreement was filed as an exhibit to a Current Report on Form 8-K, dated December 23, 1994, and is incorporated herein by reference. Amendment No. 1 to the Rights Agreement was filed as Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and is incorporated herein by reference. Amendment No. 2 to the Rights Agreement was filed as Exhibit 4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and is incorporated herein by reference. The Amendment amends the definition of "10% Shareholder" to exclude from such definition 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. The Board of Directors of the Registrant determined, following adoption of the Amendment, that, pursuant to Subsection (v) of Section 1(hh) of the Rights Agreement, as amended, Amber Arbitrage LDC ("Amber") is not a 10% Shareholder, provided that Amber shall be deemed to be a 10% Shareholder upon the 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, that Amber has acquired any additional Voting Shares of the Registrant if, at such later time, Amber, together with all of its Affiliates and Associates, shall beneficially own 10% or more of the Voting Shares of the Registrant then outstanding. A copy of the Amendment is attached hereto as Exhibit 99.1 and the above description of the Amendment is qualified in its entirety by reference to such Exhibit. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1 Amendment No. 3, dated as of May 21, 1998, to the Rights Agreement, dated as of December 23, 1994, between Hawaiian Airlines, Inc. and its Rights Agent. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HAWAIIAN AIRLINES, INC. Dated: May 21, 1998 By: /s/ John L. Garibaldi ------------------------- John L. Garibaldi Executive Vice President and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 5 EXHIBIT 99.1 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 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 6 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-----