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 filed with the Securities and Exchange Commission
by Hawaiian Airlines, Inc. ("Hawaiian") and the preliminary joint proxy
statement/prospectus referred to below. 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 16,
2002.
[Hawaiian Logo]
Contact: Keoni Wagner
(808) 838-6778
HAWAIIAN AIRLINES IS NOT EXTENDING THE MERGER DATE
HONOLULU, March 16, 2002 -- Hawaiian Airlines, Inc. (AMEX:HA;
PCX:HA) announced today that the company, in response to requests by TurnWorks,
Inc. to consider extending the April 18, 2002 outside date for completing the
merger involving Hawaiian, Aloha Airgroup, Inc. and TurnWorks, has concluded not
to extend this date. Previously, the parties to the merger determined that the
April 18, 2002 outside date contained in the merger agreement would not be met
for several reasons, including the expected time required in order to obtain
necessary regulatory approvals and reviews with respect to the merger.
John W. Adams, the Chairman of the Board of Directors of
Hawaiian, stated, "We continue to believe that a merger with Aloha would be in
the best interest of the two companies and their constituencies." Mr. Adams
added, "With this in mind, the parties had some discussions in connection with a
potential extension of the April 18 outside date. However, no agreements could
be reached and therefore Hawaiian has concluded not to extend the outside date.
We believe that the outside date as originally agreed to by all of the parties
was an important element of the merger agreement."
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.
CAUTIONARY STATEMENT
This document contains forward-looking statements. Statements
that are not historical fact, including statements about the beliefs and
expectations of Hawaiian Airlines, Inc. 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 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,
2
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. after the merger) 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).