Filed by Hawaiian Airlines, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Hawaiian Airlines, Inc.
Commission File No. 001-08836
This document contains forward-looking statements. Statements that are
not historical fact, including statements about the beliefs and expectations of
TurnWorks Acquisition III, Inc. (to be renamed at Closing Aloha Holdings, Inc.
("Aloha Holdings")) and TurnWorks, Inc. ("TurnWorks"), constitute
forward-looking statements. These statements are based on current plans,
estimates and projections, and therefore undue reliance should not be placed on
them. Forward-looking statements speak only as of the date they are made, and
neither Aloha Holdings nor TurnWorks undertakes any obligation to update
publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties.
Aloha Holdings and TurnWorks caution that a number of important factors could
cause actual results to differ materially from those contained in any
forward-looking statement. Such factors include, but are not limited to, those
described in periodic reports and other documents filed with the Securities and
Exchange Commission by Hawaiian Airlines, Inc. ("Hawaiian") and the substantial
risks and costs associated with the completion and integration of the proposed
business combination and the realization of anticipated synergies. Investors
should evaluate any statements in light of these important factors.
Aloha Holdings and Hawaiian have filed a preliminary joint proxy
statement/prospectus and may file other relevant documents concerning the
proposed transaction with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO
READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
the document free of charge at the SEC's website (WWW.SEC.GOV), or at the SEC's
public reference room located at 450 Fifth Street, NW, Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. In addition, documents filed with the SEC by Hawaiian may be
obtained free of charge by contacting Hawaiian Airlines, Inc., Attn: Investor
Relations (tel: 808-835-3700).
THE FOLLOWING IS A PRESS RELEASE ISSUED BY HAWAIIN AIRLINES, INC. ON
MARCH 18, 2002.
2
FOR IMMEDIATE RELEASE Contact: Keoni Wagner
Monday, March 18, 2002 (808) 838-6778
wagner@hawaiianair.com
HAWAIIAN AIRLINES AUTHORIZES SHARE REPURCHASES AFTER THE
MERGER AGREEMENT IS TERMINATED
HONOLULU - Hawaiian Airlines, Inc. (AMEX and PCX: HA)
announced today that its Board of Directors has authorized the repurchase of up
to an aggregate amount not to exceed 5 million shares of its Common Stock from
time to time in open market or privately negotiated transactions in the event
that its merger agreement with Aloha Airgroup, Inc. and TurnWorks, Inc. is
terminated. The stock repurchase is subject to prevailing market conditions and
other considerations.
ABOUT HAWAIIAN AIRLINES
Founded in 1929 as Inter-Island Airways, Hawaiian Airlines is
the first and largest Hawaii-based airline. From Honolulu, Hawaiian provides
scheduled and charter air transportation of passengers, cargo and mail among the
islands of Hawaii and between Hawaii and seven Western U.S. gateway cities and
two destinations in the South Pacific. The nation's 12th-largest carrier, it is
also the second-largest provider of trans-Pacific air service between the U.S.
mainland and Hawaii.
Additional information on Hawaiian Airlines is available
online at WWW.HAWAIIANAIR.COM.
CAUTIONARY STATEMENT
This document contains forward-looking statements. Statements
that are not historical fact, including statements about the possibility of
repurchases of common stock and the beliefs and expectations of Hawaiian
Airlines, Inc. constitute forward-looking
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Hawaiian Airlines Authorizes Share Repurchases
March 18, 2002
Page 2
statements. These statements are based on prevailing market conditions, current
plans, estimates and projections, and therefore undue reliance should not be
placed on them. Forward-looking statements speak only as of the date they are
made, and Hawaiian does not undertake any obligation to update publicly any of
them in light of new information or future events.
Forward-looking statements involve inherent risks and
uncertainties. Hawaiian cautions that a number of important factors could cause
actual results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to, those described in
periodic reports filed with the Securities and Exchange Commission by Hawaiian
and the preliminary joint proxy statement/prospectus referred to below.
Investors should evaluate any statements in light of these important factors.
TurnWorks Acquisition III, Inc. (to be renamed Aloha Holdings,
Inc. if the merger is completed) has filed a preliminary joint proxy
statement/prospectus, and may file other relevant documents concerning the
proposed transaction with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO
READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain these documents as they become available free of charge at the
SEC's website (www.sec.gov), or at the SEC's public reference room located at
450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room. Filings
with the SEC by Aloha Holdings are located under the name of the registrant,
"TurnWorks Acquisition III, Inc." In addition, documents filed with the SEC by
Hawaiian may be obtained free of charge by contacting Hawaiian Airlines, Inc.,
Attn: Investor Relations (tel: 808-835-3700).
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