SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) and
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Hawaiian Airlines, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
419849-104
(CUSIP Number)
Corporate Secretary
Aloha Airgroup, Inc.
Two Waterfront Plaza
Suite 500
500 Ala Moana Boulevard
Honolulu, HI 96813
(808) 539-5945
With a copy to:
Brice T. Voran, Esq.
Shearman & Sterling
Commerce Court West
Suite 4405, P.O. Box 247
Toronto, Ontario, Canada M5L 1E8
(416) 360-8484
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 19, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(1 of 11 Pages)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aloha Airgroup, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
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NUMBER 7 SOLE VOTING POWER
OF SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -18,181,818-
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
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WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-18,181,818-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2 OF 11 Pages)
Item 1. Security and Issuer.
This statement (this "Statement") on Schedule 13D relates to
the Common Stock, par value $.01 per share (the "Common Stock"), of Hawaiian
Airlines, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at
3375 Koapaka Street, Suite G-350, Honolulu, Hawaii 96819.
Item 2. Identity and Background.
The name of the person filing this statement is Aloha
Airgroup, Inc. ("Aloha"). Aloha is a holding corporation which owns all of the
shares of Aloha Airlines, Inc. and Aloha IslandAir, Inc. Aloha was organized in
the State of Hawaii. The address of its principal office and business is Two
Waterfront Plaza, Suite 500, 500 Ala Moana Boulevard, Honolulu, Hawaii, 96813.
The following persons are the executive officers and directors
of Aloha (collectively, the "Executive Officers and Directors").
Name: Glenn R. Zander
Business Address: Aloha Airgroup, Inc.
P.O. Box 30028
Honolulu, HI 96820
Present Principal Occupation: Executive, Air Transportation
Citizenship: U.S.A.
Name: Brenda F. Cutwright
Business Address: Aloha Airgroup, Inc.
P.O. Box 30028
Honolulu, HI 96820
Present Principal Occupation: Executive, Air Transportation
Citizenship: U.S.A.
Name: David A. Heenan
Business Address: Campbell Estate
900 Fort St. Mall, #1420
Honolulu, HI 96816
Present Principal Occupation: Trustee, The Estate of James Campbell
Citizenship: U.S.A.
Name: Stuart T. K. Ho
Business Address: Capital Investment of Hawaii
P.O. Box 2668
Honolulu, HI 96803
Present Principal Occupation: Businessman
(3 of 11 Pages)
Name: Warren K. K. Luke
Business Address: Hawaii National Bank
45 N. King St.
Honolulu, HI 96817
Present Principal Occupation: Chairman and CEO, Hawaii National Bank
Citizenship: U.S.A.
Name: Han H. Ching
Business Address: Aloha Airlines, Inc.
P.O. Box 30028
Honolulu, HI 96820
Present Principal Occupation: Executive, Aloha Airlines, Inc.
Citizenship: U.S.A.
Name: Han P. Ching
Business Address: 841 Bishop St.
Suite 940
Honolulu, HI 96813
Present Principal Occupation: Attorney, Diamond Head Memorial Park
Citizenship: U.S.A.
Name: Eldon Ming-te Ching
Business Address: AL, Inc., doing business as The Paperie
4211 Waialae Avenue
Honolulu, HI 96816
Present Principal Occupation: Retail Sales, The Paperie
Citizenship: U.S.A.
Name: Richard K. Ing
Business Address Sheridan Ing Partners Hawaii
Real Estate Investments
841 Bishop St. #860
Honolulu, HI 96813
Present Principal Occupation: Real Estate Investments, Sheridan Ing
Partners Hawaii
Citizenship: U.S.A.
Name: Louise K.Y. Ing
Business Address: Alston Hunt Floyd & Ing
P.O. Box 2281
Honolulu, HI 96804-2281
Present Principal Occupation: Attorney, Alston Hunt Floyd & Ing
Citizenship: U.S.A.
(4 of 11 Pages)
The following persons collectively may be deemed to control
Aloha (collectively, the "Controlling Persons"). Other than an agreement to vote
their shares of Aloha (the "Shareholder Voting Agreement") to approve the
transactions contemplated in the Merger Agreement described in Item 4, the
following persons have no agreements to take any other actions collectively.
Name: Aloha Securities & Investment Company,
a Hawaii limited partnership
Place of Organization: Hawaii
Principal Business: Land holdings and investments
Address of Principal Business
and Office: 841 Bishop St., Suite 940
Honolulu, HI 96813
Name: Han P. Ching, in his personal capacity and
in his capacity as Trustee of certain family
trusts. (See above for additional
information)
Name: Han H. Ching, in his personal capacity and
in his capacity as Trustee of certain family
trusts and in his capacity as Custodian for
Randall K. H. Ching, Shelli M.L. Ching and
Laura M.C. Ching. (See above for additional
information)
Name: Meredith J. Ching
Business Address: Alexander & Baldwin, Inc.
822 Bishop St.
Honolulu, HI 96813
Present Principal Occupation: Corporate Executive, Ocean Shipping, Real
Estate, and Food Products
Citizenship: U.S.A.
Name: Randall K. H. Ching
Business Address: 2145 Hamilton Ave.
San Jose, CA 95125
Present Principal Occupation: Director of U.S. Operations, eBay Inc.
Citizenship: U.S.A.
Name: Shelli M. L. Ching
Business Address: Howard Rice Nemerovski Canady Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center
7th Floor
San Francisco, CA 94111
Present Principal Occupation: Attorney, Howard Rice Nemerovski Canady Falk
& Rabkin
Citizenship: U.S.A.
(5 of 11 Pages)
Name: Laura M.C. Ching
Business Address: Walmart.com
7000 Marina Blvd.
Brisbane, CA 94005
Present Principal Occupation: Marketing Manager, Internet Commerce
Citizenship: U.S.A.
Name: Barbara T. Ching, in her personal capacity
and in her capacity as Custodian for Randall
K. H. Ching, Shelli M. L. Ching and Laura M.
C. Ching.
Residence Address: 623 Paikau St.
Honolulu, HI
Present Principal Occupation: Housewife
Citizenship: U.S.A.
Name: Earl Ming-to Ching, in his capacity as
Trustee of certain family trusts.
Business Address: Char Sakamoto Ishii Lum & Ching
841 Bishop St., #850
Honolulu, HI 96813
Present Principal Occupation: Attorney, Char Sakamoto Ishii Lum & Ching
Citizenship: U.S.A.
Name: Eldon Ming-te Ching, in his capacity as
Trustee of certain family trusts. (See above
for additional information)
Name: Edric Ming-kai Ching, in his capacity as
Trustee of certain family trusts.
Business Address: 999 Bishop Street, 23rd Floor
Honolulu, HI 96813
Present Principal Occupation: Attorney
Citizenship: U.S.A.
Name: Louise K. Y. Ing, in her capacity as Trustee
of certain family trusts. (See above for
additional information)
Name: First Hawaiian Bank, in its capacity as
Trustee of the Marital Trust created
pursuant to the Sheridan C. F. Ing Self
Trusteed Trust dated May 21, 1987, Sheridan
C. F. Ing, Settlor, as amended and the
Family Trust created pursuant to the
Sheridan C. F. Ing Self Trusteed Trust dated
May 21, 1987, Sheridan C. F. Ing, Settlor,
as amended.
State of Incorporation Hawaii
(6 of 11 Pages)
Principal Business: Commercial and retail banking, trust
services and investments
Address of Principal Business and
Office: 999 Bishop Street, Honolulu, HI 96813 USA
Aloha, the Executive Officers and Directors and the
Controlling Persons are collectively referred to herein as the "Information
Providing Persons".
During the last five years, none of the Information Providing
Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, none of the Information Providing
Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction where a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
On December 19, 2001, TurnWorks, TurnWorks Acquisition III,
Inc., the Issuer and Aloha entered into an Agreement and Plan of Merger (the
"Merger Agreement"), and TurnWorks, Aloha and Airline Investors Partnership,
L.P., a Delaware limited partnership ("AIP") which, as of such date owned
18,181,818 shares (the "AIP Shares") of Common Stock, entered into a Voting
Agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, AIP has
agreed to vote to approve the Merger Agreement and the transactions contemplated
thereby at a meeting of the stockholders of the Issuer. Because Aloha is the
beneficiary of this Voting Agreement, it may be deemed to be the beneficial
owner of the AIP Shares; however, pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended, Aloha disclaims, on behalf of itself,
beneficial ownership of such AIP Shares.
Item 5. Interest in Securities of the Issuer.
(a) See Item 11 and Item 13 on the Cover Sheet.
(b) See Item 7, Item 8, Item 9 and Item 10 on the Cover Sheet.
(c) None of the Information Providing Persons has effected any
transactions in the Common Stock during the past 60 days.
(d) As described above in the response to Item 4 above, AIP
beneficially owns the AIP shares and thus has the right to receive and the power
to direct the receipt of dividends from, and the proceeds from the sale of, the
AIP Shares.
(e) Not Applicable.
(7 of 11 Pages)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See the response to Item 4 above.
Item 7. Material to be Filed as Exhibits.
The Merger Agreement and the Voting Agreement described in the
response to Item 4 above and the Shareholder Voting Agreement described in the
response to Item 2 above are filed as exhibits to this Statement.
(8 of 11 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.
Dated: December 31, 2001
ALOHA AIRGROUP, INC.
By: /s/ Brenda F. Cutwright
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Name: Brenda F. Cutwright
Title: Executive Vice President
Chief Financial Officer &
Treasurer
By: /s/ Owen Sekimura
-------------------------
Name: Owen Sekimura
Title: Vice President Finance,
Controller and
Assistant Treasurer
(9 of 11 Pages)
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1 Agreement and Plan of Merger, dated as of December 19,
2001, among Aloha Airgroup, Inc., a Hawaii corporation,
Hawaiian Airlines, Inc., a Hawaii corporation,
TurnWorks Acquisition III, Inc., a wholly-owned
subsidiary of TurnWorks, Inc. and a Delaware
corporation, and TurnWorks, Inc., the sole stockholder
of TurnWorks, Inc. and a Texas corporation.
2 Voting Agreement, dated as of December 19, 2001, among
Airline Investors Partnership, L.P., a Delaware limited
partnership, Aloha Airgroup, Inc., a Hawaii corporation
and TurnWorks Acquisition III, Inc., a Delaware
corporation to be renamed Aloha Holdings, Inc.
3 Voting Agreement, dated as of December 19, among Aloha
Securities & Investment Company, Han P. Ching, in his
personal capacity and in his capacity as Trustee of
certain family trusts, Han H. Ching, in his personal
capacity and in his capacity as Trustee of certain
family trusts and in his capacity as Custodian for
Randall K. H. Ching, Shelli M. L. Ching and Laura M. C.
Ching, Meredith J. Ching, Barbara T. Ching in her
personal capacity and in her capacity as Custodian for
Randall K. H. Ching, Shelli M. C. Ching and Laura M. C.
Ching, Earl Ming-to Ching, in his capacity as Trustee
of certain family trusts, Eldon Ming-te Ching, in his
capacity as Trustee of certain family trusts, Edric
Ming-kai Ching, in his capacity as Trustee of certain
family trusts, Louise K. Y. Ing, in her capacity as
Trustee of certain family trusts, First Hawaiian Bank
in its capacity as Trustee of the Marital Trust created
pursuant to the Sheridan C. F. Ing Self Trusteed Trust
dated May 21, 1987, Sheridan C. F. Ing, Settlor, as
amended and the Family Trust created pursuant to the
Sheridan C. F. Ing Self Trusteed Trust dated May 21,
1987, Sheridan C. F. Ing, Settlor, as amended,
(10 of 11 Pages)
Hawaiian Airlines, Inc., a Hawaii corporation and
TurnWorks Acquisition III, Inc., a Delaware corporation
to be renamed Aloha Holdings, Inc.
(11 of 11 Pages)