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
Aloha Airgroup, Inc. ("Aloha"), Hawaiian Airlines, Inc. ("Hawaiian"), 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 none of
Aloha, Hawaiian, Aloha Holdings and 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, Hawaiian, 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 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 PRESS RELEASE DISSEMINATED BY TURNWORKS, INC. ON
JANUARY 8, 2002.
[TURNWORKS LOGO -- OMMITTED]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Tuesday, January 8, 2002
Contact:
Alison Russell
Communications-Pacific
(808) 543-3542
MERGED AIRLINE PROPOSES FARE CAPS
Planned Fare Structure Would Offer Low Interisland Fares for Kamaaina
HONOLULU - Addressing issues raised by the traveling public about the planned
merger between Aloha and Hawaiian airlines, officials of TurnWorks, Inc., the
company that is overseeing the merger, presented key elements of its proposed
fare structure and service commitment to the State Attorney General's office
this morning.
According to Aloha and Hawaiian airlines, approximately 30 percent of the
interisland airline passengers are residents of Hawaii. Under the TurnWorks
proposal, these passengers will be able to access seats at low one-way
interisland rates. The merged airline would guarantee, for kamaaina, 10 percent
of its one-way interisland seats at $55 or less and an additional 20 percent of
its seats at $60 or less. Annual increases on these rates will be limited to the
Consumer Price Index (CPI) and these fares will be guaranteed for the five years
following the effective date of the merger.
In addition, the maximum one-way interisland coach fare for residents and
visitors will be capped at rates which are less than low-cost airlines, such as
Southwest Airlines, are charging for similar mature routes on the Mainland.
These fares also are well below the highest fares currently in effect for both
airlines. The maximum interisland fare will not exceed $78 for the first two
years following the merger, with increases no greater than the CPI for the
following three years.
All coupons sold before the date of the merger would be honored, and the airline
plans to continue flying to all the interisland markets currently served by
Aloha, Aloha Island Air, and Hawaiian Airlines.
"Unlike the gas stations and grocery stores in Hawaii, fares on our new airline
will be cheaper than you would find on similar routes on the Mainland," said
Greg Brenneman, chairman and chief executive officer of TurnWorks, Inc. "Hawaii
residents will find special deals well below $55 when traveling interisland,
especially during off-peak hours."
Also under the new plan, all existing cargo contracts would be honored, with
increases in contracts, if any, limited to changes in the CPI for five years.
Frequent flyer members of the two airlines would not lose any mileage credits,
and travelers who belong to both frequent flyer programs will benefit by the
combination of their mileage credits into a single account.
Future plans also call for the addition of new technology such as e-ticket
machines and Internet sites that will facilitate check-in procedures, reduce the
need for hand security searches, and increase consumer convenience when
purchasing tickets.
A summary of the proposal is attached.
# # # # #
Cautionary Statement
--------------------
This document contains forward-looking statements. Statements that are
not historical fact, including statements about the beliefs and
expectations of Aloha Airgroup, Inc. ("Aloha"), Hawaiian Airlines, Inc.
("Hawaiian"), 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 none of Aloha, Hawaiian
and 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, Hawaiian 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 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 joint 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 securityholders will be able to obtain the document free of charge
at the SEC's Web site (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. Hawaiian and certain other persons referred to
below may be deemed to be participants in the solicitation of proxies of
Hawaiian's stockholders to approve and adopt the merger agreement for the
proposed transaction. The participants in this solicitation may include the
directors and executive officers of Hawaiian, who may have an interest in the
transaction as a result of beneficially holding shares or options of Hawaiian. A
detailed list of the names and interests of Hawaiian's directors and executive
officers, and of their beneficial ownership interests in Hawaiian, is contained
in Hawaiian's proxy statement for its 2001 Annual Meeting, which may be obtained
without charge at the SEC's Web site (www.sec.gov).
TurnWorks, Inc.
Settlement Proposal
Aloha Holdings Inc. is proposing to the State of Hawaii that it will preserve a
strong Hawaii-based flagship air carrier. The agreement will support continued
growth in tourism. It will also ensure no negative impact on state residents and
business operators who rely on air transportation throughout the state.
Fares/Cargo Rates:
1. Special coach fares will be made available to Hawaii residents and
businesses.
- A minimum of 10% of the available seats will be made available
at $55 or less one way and an additional 20% of the available
seats will be made available at $60 or less one way. These
base fares will be available for five years and will increase
at the rate of the Consumer Price Index annually.
2. Maximum one-way fare will not increase above the published fare level
of $78 one way for two years following the effective date of the merger
and will increase at a rate equal to the Consumer Price Index for three
years thereafter.
3. All existing cargo contracts will be honored. Increases in contracts,
if any, would be limited to the Consumer Price Index for five years.
Service Level:
1. Interisland airports currently served by Aloha and Hawaiian airlines
will continue to be served.
2. Flights will be added as needed so that the average annual load factor
percent of seats filled) does not exceed 80%.
3. New technology (e-ticket machines, Internet sites) will be added to reduce
check-in time and the need for hand searches, and increase consumer
convenience in purchasing tickets.
4. Frequent flyer programs will be consolidated, and customers will keep
all of their combined miles and we will seek to maintain strategic
alliances in order to honor all frequent flyer program commitments.
Other Conditions:
1. All coupons sold before the date the merger closes will be honored
subject to the restrictions currently on the coupon.
2. All fares and cargo commitments will be subject to the addition of
certain surcharges, applicable taxes and increases in costs imposed by
federal or state agencies such as security costs, passenger facility
charges (PFCs), and large increases in uncontrollable costs such as
insurance or fuel.
3. The agreement will expire if the agreed-upon level of new entry is achieved.