Securities Exchange Act of 1934
Release No. 59433 / February 23, 2009

Administrative Proceeding File No. 3-11676

In the Matter of

JOHN W. ADAMS and AIP, LLC,

Respondents.


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NOTICE OF PROPOSED PLAN OF DISGORGEMENT DISTRIBUTION AND OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. §201.1103, that the Division of Enforcement has filed with the Commission its proposed plan ("Distribution Plan") for the distribution of monies in In the Matter of John W. Adams and AIP, LLC. The Commission issued an Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934 in this matter on September 23, 2004 (Rel. 34-50427).

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may obtain a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov, or by submitting a written request to Tracy L. Davis, Assistant Regional Director, United States Securities and Exchange Commission, 44 Montgomery Street, Suite 2600, San Francisco, CA 94104. Further, all persons desiring to comment on the Distribution Plan may submit their comments, in writing, no later than March 25, 2009:

  1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090;
  2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
  3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission's website should include "Administrative File Number 3-11676" in the subject line. Comments received will be available to the public. Persons should only submit information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the disgorgement plus prejudgment interest of $2,470,471 paid by John W. Adams ("Adams") and AIP, LLC ("AIP"), plus any accumulated interest, less any federal, state, or local taxes on the interest. The proposed plan provides for distribution of the monies on a pro rata basis to the holders of Hawaiian Airline's ("Hawaiian") outstanding common stock at the close of market on June 27, 2002 who (a) did not tender their shares to Hawaiian in the tender offer announced by Hawaiian on May 31, 2002; or (b) who tendered their shares but who timely withdrew that tender and whose shares were not purchased by Hawaiian in the tender offer. Each claimant shall receive a pro rata share of the Distribution Fund calculated by a Fund Administrator after payment of the Fund Administrator's reasonable fees and reimbursement of the Fund Administrator's reasonable costs and expenses.

For the Commission, by its Secretary, pursuant to delegated authority.

Elizabeth M. Murphy
Secretary

See also Proposed Distribution Plan