--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response......11
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hawaiian Holdings, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
419879101
--------------------------------------------------------------------------------
(CUSIP Number)
Yedi Wong
One Maritime Plaza, 11th Floor
San Francisco, California 94111
(415) 362-7677
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2004
--------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 9 Pages
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lonestar Partners, L.P.
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
N/A
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------====================================================================
7 SOLE VOTING POWER
NUMBER OF -0-
--------------===========================================
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,182,856
--------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
1,182,856
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,856
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2 %
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
PN
------------====================================================================
Page 2 of 9 Pages
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lonestar Capital Management LLC
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
N/A
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------====================================================================
7 SOLE VOTING POWER
NUMBER OF -0-
--------------===========================================
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,182,856
--------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
1,182,856
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,856
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2 %
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IA, OO
------------====================================================================
Page 3 of 9 Pages
13D
===================
CUSIP No. 419879101
===================
------------====================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jerome L. Simon
------------====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]
------------====================================================================
3 SEC USE ONLY
------------====================================================================
SOURCE OF FUNDS (See Instructions)
4
N/A
------------====================================================================
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
------------====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------====================================================================
7 SOLE VOTING POWER
NUMBER OF -0-
--------------===========================================
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,182,856
--------------===========================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH --------------===========================================
10 SHARED DISPOSITIVE POWER
1,182,856
------------====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,182,856
------------====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
------------====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2 %
------------====================================================================
TYPE OF REPORTING PERSON (See Instructions)
14
IN, HC
------------====================================================================
Page 4 of 9 Pages
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on December 12, 2003 (collectively, with all amendments thereto, the
"Schedule 13D").
Item 4. Purpose Of The Transaction.
------ --------------------------
Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
The Company is a holding company that conducts its operations through
its wholly-owned subsidiary, Hawaiian Airlines, Inc. (the "Subsidiary"). The
Subsidiary filed for bankruptcy in the United States Bankruptcy Court for the
District of Hawaii on March 21, 2003 (the "Bankruptcy Case").
The Shares reported herein were acquired for investment purposes, and
the acquisitions of the Shares by Lonestar were made in the ordinary course of
business and were not made for the purpose of acquiring control of the Company.
LCM is examining its options with respect to the possibility of taking actions
that it believes will maximize the value of the Shares.
LCM continues to believe that there is material value in the equity of
the bankrupt estate. As a result, as a shareholder of the Company, Lonestar has
a significant interest in the Bankruptcy Case and may seek to enforce its
interests to the extent permitted under all applicable laws. LCM believes that
its interests, and those of other non-insider, minority shareholders of the
Company, may not be adequately represented and protected by either the Company
or by the Trustee appointed to the Bankruptcy Case. Since the filing of its
initial Schedule 13D, LCM has commenced discussions with various shareholders
and other constituents in the case, as well as professional advisors, in order
to protect LCM's interests as an equity holder in the Company and as a party in
interest in the Bankruptcy Case. Although LCM has not adopted or advocated any
particular course of action in the course of such conversations, it may do so in
the future.
Page 5 of 9 Pages
Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Shares, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional Shares
or dispose of any or all of its Shares depending upon an ongoing evaluation of
the investment in the Shares, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it may hold at any point
in time.
Except to the extent the foregoing may be deemed a plan or proposal,
none of the Reporting Persons has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) Lonestar
--------
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Lonestar is incorporated herein
by reference. The percentage amount set forth in Row
13 for all cover pages filed herewith is calculated
based upon the 28,456,165 Shares outstanding as of
May 14, 2003, as reported by the Company in its
Quarterly Report on Form 10-Q for the period ended
March 31, 2003 filed with the Securities and Exchange
Commission on May 20, 2003.
(c) The trade dates, number of Shares purchased or sold
and the price per Share (including commissions) for
all purchases and sales of the Shares by Lonestar in
the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
Page 6 of 9 Pages
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) As of December 31, 2003, the Reporting Persons were
no longer the beneficial owner of 5% or more of the
outstanding Shares.
(b) LCM
---
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for LCM is incorporated herein by
reference.
(c) None.
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) As of December 31, 2003, the Reporting Persons were
no longer the beneficial owner of 5% or more of the
outstanding Shares.
(c) Simon
-----
(a),(b) The information set forth in Rows 7 through 13 of the
cover page hereto for Simon is incorporated herein by
reference.
(c) None.
(d) LCM has the power to direct the affairs of Lonestar,
including the disposition of the proceeds of the sale
of the Shares. Simon is the manager and sole member
of LCM.
(e) As of December 31, 2003, the Reporting Persons were
no longer the beneficial owner of 5% or more of the
outstanding Shares.
The Shares reported hereby for Lonestar are owned directly by Lonestar.
LCM, as general partner and investment adviser to Lonestar, may be deemed to be
the beneficial owner of all such Shares owned by Lonestar. Simon, as the manager
and sole member of LCM, may be deemed to be the beneficial owner of all such
Shares held by Lonestar. Each of LCM and Simon hereby disclaims any beneficial
ownership of any such Shares.
Page 7 of 9 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
Dated: February 11, 2004
LONESTAR PARTNERS, L.P. LONESTAR CAPITAL MANAGEMENT LLC
By: Lonestar Capital Management LLC, By: /s/ Jerome L. Simon
its General Partner ---------------------------
Name: Jerome L. Simon
By: /s/ Jerome L. Simon Title: Manager
--------------------------
Name: Jerome L. Simon
Title: Manager
/s/ Jerome L. Simon
---------------------------
Jerome L. Simon
Page 8 of 9 Pages
SCHEDULE A
----------
LONESTAR PARTNERS, L.P.
-----------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE ($)
------------ --------------- --------------
12/30/03 20,000 (S) 3.04
12/31/03 35,700 (S) 2.99
1/7/04 40,000 (S) 2.84
1/8/04 30,500 (S) 2.77
1/9/04 39,500 (S) 2.64
1/12/04 8,000 (S) 2.62
1/13/04 6,500 (S) 2.65
1/14/04 5,200 (S) 2.69
1/15/04 7,600 (S) 2.69
1/16/04 7,400 (S) 2.71
1/20/04 13,000 (S) 2.70
1/23/04 25,000 (S) 4.00
2/5/04 30,000 (S) 4.00
Page 9 of 9 Pages