Filed by TurnWorks, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
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 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 will be filing a proxy statement/prospectus
and other relevant documents concerning the proposed transaction with the SEC.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE 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) INVESTORS AND SECURITYHOLDERS SHOULD READ THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.
THE FOLLOWING IS A TRANSCRIPT OF A PRERECORDED VOICE MESSAGE FROM GREGORY D.
BRENNEMAN MADE AVAILABLE TO EMPLOYEES OF HAWAIIAN AND ALOHA FOR THE WEEK OF
JANUARY 28, 2002.
Hi, this is Greg with the voicemail update for the week of January
28th. This past week has once again been busy. We're continuing our
discussions with our partners at Boeing to develop a five year route
plan and fleet plan. This work normally takes 18-24 months and we're
working to accomplish it in 2 - 3 months. As part of this process,
we plan to reduce the lease rates on our existing aircraft, retire
old aircraft and buy some new airplanes so we can grow. Entering new
markets and buying new equipment is exciting for all of us. We'll be
one of the few growth carriers over the next several years. As
you've seen from the billions of dollars in fourth quarter losses
this is the toughest time in the history of our industry. By
combining we can grow. Growth is a key part of fulfilling our
promises as Hawaii's flagship carrier. Paul Casey, Glenn Zander and
my partner, Steve DeSutter had the opportunity to appear before
select members of the Senate on Tuesday and the House on Friday to
explain and answer questions concerning the merger. Combining Aloha
and Hawaiian is one of the most important issues facing the state
and so we are spending a great deal of time listening to everyone in
the community and addressing their questions. Everyone in Hawaii
depends on us and it's very important our airline be a great
corporate citizen. I know your union leaders have been hard at work
on seniority and contract issues. I will be meeting with the leaders
of the IM on Tuesday. Everyone is working hard to evaluate our no
furlough as a result of the merger offer for flight attendants, gate
ramp reservations and contract services agents. This is the offer we
made a couple of weeks ago. Once our discussions with Boeing develop
further, we'll have a fleet plan and we'll know the final headcount
needs for pilots and mechanics. We'll provide this information as
soon as we have it. I'll also be completing a process as I mentioned
last week to fairly evaluate all of you at corporate. I will be
speaking to the rotary on Tuesday in Honolulu and will be in Maui
and Hilo on Wednesday and Thursday this week to visit cargo
customers and meet community leaders. I look forward to seeing many
of you during these visits. Remember, if you're not in Oahu, our
toll-free number is 1-888-900-8003. I'm proud to be on your team.