SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D/A
(Amendment No. 2)
(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)
May 18, 2002
(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 5 Pages)
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aloha Airgroup, Inc.
--------------------------------------------------------------------------------
2
======================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING -0-
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2 of 5 Pages)
This Amendment No. 2 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on December 31, 2001, as amended on
April 25, 2002 (as amended, the "Schedule 13D") by Aloha Airgroup Inc. ("Aloha")
with respect to the Common Stock, par value $0.01 per share, of Hawaiian
Airlines, Inc. (the "Issuer"). All terms defined in the Schedule 13D have the
same meanings in this Amendment No. 2.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety to
read as follows:
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.
On April 18, 2002, the Issuer delivered a notice to Aloha
terminating the Merger Agreement. The Voting Agreement, under which Aloha was a
beneficiary, terminated on May 18, 2002. Consequently, Aloha no longer could be
deemed a beneficial owner of the AIP Shares.
Item 7. Material to be Filed as Exhibits.
The Merger Agreement and the Voting Agreement described in the
amendment to Item 4 above and the Shareholder Voting Agreement described in the
response to Item 2 of the Schedule 13D are filed as exhibits to the Schedule
13D.
(3 of 5 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: May 23, 2002
ALOHA AIRGROUP, INC.
By: /s/ Brenda F. Cutwright
---------------------------
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
(4 of 5 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).
(5 of 5 Pages)