SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(b), (c) and (d) and Amendments
Thereto Filed Pursuant to Rule 13d-2.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Hawaiian Holdings, Inc.
(NAME OF ISSUER)
Common Stock, $0.01 par value
(TITLE OF CLASS OF SECURITIES)
419879101
(CUSIP NUMBER)
December 31, 2006
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Cusip No. 419879101
--------------------------------------------------------------------------------
1. Names of Reporting Persons/I.R.S. Identification Nos. of above persons
(entities only).
Schultze Asset Management, LLC
Tax I.D. 22-3563247
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
5. Sole Voting Power
-----------------------------------------------------------------
Number of 6. Shared Voting Power
Shares
Beneficially 2,331,446
Owned by -----------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting
Person With
-----------------------------------------------------------------
8. Shared Dispositive Power
2,331,446
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,331,446
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
instructions) [ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.0%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IA
--------------------------------------------------------------------------------
Cusip No. 419879101
--------------------------------------------------------------------------------
1. Names of Reporting Persons/I.R.S. Identification Nos. of above persons
(entities only).
George J. Schultze
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power
-----------------------------------------------------------------
Number of 6. Shared Voting Power
Shares
Beneficially 2,331,446
Owned by -----------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting
Person With
-----------------------------------------------------------------
8. Shared Dispositive Power
2,331,446
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,331,446
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
instructions) [ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.0%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
ITEM 1.
(a) Name of Issuer:
Hawaiian Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices:
3375 Koupaka Street, Suite G-350, Honolulu, HI 96819
ITEM 2.
SCHULTZE ASSET MANAGEMENT, LLC
(a) Name of Person Filing:
Schultze Asset Management, LLC
(b) Address of Principal Business Office or, if none, Residence:
3000 Westchester Avenue, Purchase, NY 10577
(c) Citizenship: Delaware
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number:
419879101
GEORGE J. SCHULTZE
(a) Name of Person Filing:
George J. Schultze
(b) Address of Principal Business Office or, if none, Residence:
c/o Schultze Asset Management, LLC, 3000 Westchester Avenue,
Purchase, NY 10577
(c) Citizenship: United States of America
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number:
419879101
Schultze Asset Management, LLC acts as investment manager for
individual and institutional investors through limited partnerships, offshore
funds, and managed accounts (the "Managed Accounts"). In its capacity as
investment manager, and pursuant to investment management agreements between
Schultze Asset Management, LLC and each Managed Account, Schultze Asset
Management, LLC has the sole power to vote and dispose of the securities owned
by the Managed Accounts.
George J. Schultze is the Managing Member of Schultze Asset
Management, LLC. George J. Schultze exercises sole voting and investment control
over Schultze Asset Management, LLC.
Both Schultze Asset Management, LLC and George J. Schultze disclaim
beneficial ownership of the shares of Common Stock, $0.01 par value, reported,
except to the extent of their respective pecuniary interest in such shares of
Common Stock.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B), OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);*
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1 (b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
* Schultze Asset Management, LLC is an investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
ITEM 4. OWNERSHIP.
SCHULTZE ASSET MANAGEMENT, LLC
(a) Amount beneficially owned: 2,331,446 shares.*
(b) Percent of class: 5.0%.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,331,446.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of:
2,331,446.
* Pursuant to investment management agreements, various Managed Accounts have
granted Schultze Asset Management, LLC the sole power to vote and dispose
of the shares of the Common Stock.
GEORGE J. SCHULTZE
(a) Amount beneficially owned: 2,331,446 shares.*
(b) Percent of class: 5.0%.*
(c) Number of shares as to which the person has:
(j) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 2,331,446.
(iv) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of:
2,331,446.
* George J. Schultze exercises sole voting and investment control over
Schultze Asset Management, LLC.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
(a) This Schedule 13G is being filed by Schultze Asset Management, LLC
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) This Schedule 13G is being filed by George J. Schultze pursuant to Rule
13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
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.
February 13, 2007
SCHULTE ASSET MANAGEMENT, LLC
By: /s/ George J. Schultze
------------------------------------
Name: George J. Schultze
Title: Managing Member
/s/ George J. Schultze
----------------------------------------
George J. Schultze
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, and subject to the limitations set forth therein, the
undersigned persons hereby agree to the joint filing on behalf of each of them
of the Schedule 13G (including any amendments thereto, the "Schedule 13G") with
respect to the shares of Common Stock, $0.01 par value, of Hawaiian Holdings,
Inc. Furthermore, each party to this Agreement expressly authorizes each other
party to this Agreement to file the Schedule 13G on his behalf. This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
Date: February 13, 2007
SCHULTZE ASSET MANAGEMENT, LLC
By: /s/ George J. Schultze
------------------------------------
Name: George J. Schultze
Title: Managing Member
/s/ George J. Schultze
----------------------------------------
George J. Schultze