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"), 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, 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, 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 have filed a preliminary proxy
statement/prospectus and will be filing a final 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 ARE EXCERPTS FROM THE ALOHA AIRLINES FREQUENT FLYER NEWSLETTER FOR
FEBRUARY 2002.
Aloha Airlines logo
The AlohaPass News
February 2002
While we're excited about the prospect of building a new airline... We're
working hard to make Aloha your airline of Choice.
Reinventing Ourselves for Hawai`i's Future
Aloha is poised on the brink of a merger. Meanwhile,
we're providing exceptional service wherever we fly.
For the last two years, Aloha was focused on expanding our horizons, branching
out to new destinations, and improving all aspects of our service to be your
preferred airline. Then came the terrorist attacks of September 11, 2001.
Last September's tragic events had a profound impact on air travel everywhere
across the globe and the effects hit home in Hawai`i. Demand for interisland
transportation dropped dramatically, schedule cuts went into effect and
expansion plans were put on hold. At year's end, the idea of merging with
Hawaiian Airlines moved a step closer to reality.
Aloha's President and Chief Executive Officer Glenn Zander put it this way: "The
events of September 11 necessitated a change... With a merger of the two
airlines, the State gets a single, financially strong Hawai`i-based carrier to
provide affordable, reliable interisland service with the potential to grow,
create new jobs and boost the State's economy by adding convenient routes to
bring more visitors from new markets."
The merger would create the nation's 10th largest air carrier.
While we're excited about the prospect of building a new airline for you, we're
working hard to make Aloha your airline of choice.
We believe the merger will ensure the future of interisland transportation,
create opportunities for expansion to new destinations, and provide you with
affordable fares, convenient schedules and courteous Island-style service that
will continue Aloha's proud tradition.
There is no better way to earn miles than our AlohaPass(R) Program, the
quickest way to the best rewards in Hawai'i.
Going Forward with `Fly to Win'
The goal of the Go Forward plan for the merged airline is to create a team of
dedicated people working together to make a great airline. Part of the Go
Forward program is a Market Plan called "Fly to Win."
"Fly to Win" includes a commitment to:
o Initially offer 30 percent of interisland coach seats at kama`aina fares of
$60 or less, subject to adjustments for cost increase in inflation and costs
outside the merged carrier's control. All remaining interisland coach seats will
be capped at $78 one-way for two years, and for the next three years after that,
any increases would not exceed the rate of inflation (plus changes to the same
types of costs outside the carrier's control).
o Honor all coupons sold by Aloha and Hawaiian before the merger.
o Honor all interisland cargo contracts, increases will not exceed rate of
inflation for five years.
o Combine the frequent flyer programs of both airlines, giving our members more
options in using their rewards.
o Seek to maintain all existing alliance agreements with other carriers.
o Maintain all existing interisland routes and continue to serve all communities
that depend on the two carriers now.
o Consolidate interisland schedules to eliminate about 10 percent of flights
serving the fewest number of passengers, and adding flights when demand for
scheduled service grows.
o Aggressively expand to serve more Pacific, West Coast and inland cities.
o Order new aircraft and expand the fleet.
Picture of Aloha Airlines Trans-Pacific Service flight routes
Picture of Aloha Airlines inter-island flight routes
Picture of Greg Brenneman
Meet Greg Brenneman
The man who is bringing Hawai`i's two airlines together is Greg Brenneman,
Chairman and CEO of TurnWorks, Inc., a private equity firm.
As Chairman and Chief Executive Officer of Aloha Holdings, Inc., Greg leads the
Honolulu-based company that will create the flagship airline for Hawai`i's
future. Prior to joining TurnWorks in May 2001, Greg was the President and Chief
Operating Officer of Continental Airlines, and a member of its board of
directors.
He led 53,000 Continental Airlines employees as they completed one of the most
dramatic turnarounds in U.S. business history. During his tenure, Continental
turned 16 years of losses, including two bankruptcies, into 24 straight
profitable quarters. Continental also turned an operation that consistently
ranked last in U.S. Department of Transportation measures of on-time
performance, baggage handling and customer complaints into the nation's most
reliable carrier.
He holds a Master of Business Administration degree with distinction from
Harvard Business School and serves on the board of The Home Depot, J. Crew
Group, and Automatic Data Processing, Inc.
He and his wife have three children. Greg was recently named "Father of the
Year" by Houston Community Partners.
Keep Earning Valuable AlohaPass(R) Miles
With all the talk about a merger, AlohaPass(R) members need not worry about
losing miles or losing out on benefits.
Since 1983, The AlohaPass(R) Awards and Benefit Program has taken pride in being
Hawai`i's first and most innovative frequent-flier program. AlohaPass is still
the best around because members earn free travel and activities faster and
easier.
When the merger is complete, AlohaPass(R) members will keep all the miles they
have accumulated for travel and other awards. No miles will be lost.
The combined carrier will offer a frequent flier program, and AlohaPass(R)
members will automatically be part of it.
TurnWorks will be filing a prospectus and other documents from time to time with
the SEC that contain information about the merger. We urge you to read those
materials, which will be available at the SEC's website, www.sec.gov.