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)
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)
Gregory D. Brenneman
TurnWorks, Inc.
1330 Lake Robbins Dr.
Suite 205
The Woodlands, TX 77380
(281) 363-2013
With a copy to:
Michael Ryan, Esq. and Ethan Klingsberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
1 Liberty Plaza
New York, New York 10006
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), 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.
(Page 1 of 4 Pages)
CUSIP No. 419849-104 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory D. Brenneman
2
3
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
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -18,181,818-
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-18,181,818-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 419849-104 13D Page 3 of 4 Pages
Amendment No. 2 to Schedule 13D
This Amendment is Amendment No. 2 (this "Amendment") to the Schedule
13D filed by Gregory D. Brenneman (the "Reporting Person") with respect to the
Common Stock, par value $.01 per share (the "Common Stock"), of Hawaiian
Airlines, Inc. (the "Issuer"), dated as of December 26, 2001, as amended by
Amendment No. 1, dated as of December 27, 2001, (the "Original Schedule 13D").
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The Reporting Person is the President and sole stockholder of
TurnWorks, Inc. ("TurnWorks") which is the sole stockholder of TurnWorks
Acquisition III, Inc., a Delaware corporation ("TurnWorks Acquisition"). The
Reporting Person is also the President of TurnWorks Acquisition. On December 19,
2001, TurnWorks, TurnWorks Acquisition, the Issuer and Aloha Airgroup, Inc.
("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 agreed to vote to approve the
Merger Agreement and the transactions contemplated thereby at a meeting of the
stockholders of the Issuer. Because TurnWorks is the beneficiary of this Voting
Agreement, and because the Reporting Person is granted on irrevocable proxy
under this Voting Agreement, they may be deemed to be the beneficial owners of
the AIP Shares; however, pursuant to Rule 13d-4 under the Securities Exchange
Act of 1934, as amended, the Reporting Person disclaims, on behalf of himself
individually and on behalf of TurnWorks and TurnWorks Acquisition, beneficial
ownership of such AIP Shares.
On April 18, 2002, the Issuer delivered a notice terminating the Merger
Agreement, and therefore the Voting Agreement, under which TurnWorks is a
beneficiary and the Reporting Person is granted an irrevocable proxy, will
terminate on May 18, 2002.
Item 7. Material to be Filed as Exhibits.
The Merger Agreement and the Voting Agreement described in the response
to Item 4 above are filed as exhibits to Amendment No. 1 of the Original
Schedule 13D.
CUSIP No. 419849-104 13D Page 4 of 4 Pages
SIGNTATURE
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.
April 22, 2002
--------------------------------
(Date)
/s/ Gregory D. Brenneman
--------------------------------
(Signature)
Gregory D. Brenneman
--------------------------------
(Name/Title)
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 of any title of each person who signs 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)