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. and TurnWorks, Inc. (together, "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 TurnWorks undertakes no obligation to update publicly any of them in
light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties.
TurnWorks 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 the preliminary
joint proxy statement/prospectus filed with the Securities and Exchange
Commission by TurnWorks Acquisition III, Inc. 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.
TurnWorks Acquisition III, Inc. 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 TurnWorks Acquisition III, Inc. are located under the name of
the registrant, "TurnWorks Acquisition III, Inc." In addition, documents filed
with the SEC by Hawaiian Airlines, Inc. may be obtained free of charge by
contacting Hawaiian Airlines, Inc., Attn: Investor Relations (tel:
808-835-3700).
THE FOLLOWING IS STATEMENT BY GREG BRENNEMAN RELEASED ON MARCH 17, 2002.
For immediate release Contact: Owen Blicksilver
Tel: 516-742-5950
Statement by
Greg Brenneman, Chairman and CEO of TurnWorks, Inc.
Houston, March 17, 2002 - The following statement was issued today by Greg
Brenneman, Chairman and CEO of TurnWorks, Inc., regarding the cancellation of
the planned merger between Hawaiian Airlines, Inc. (AMEX: HA) and Aloha
Airgroup, Inc.:
"We were surprised and disappointed by the decision of Hawaiian Airlines not to
extend the April 18 date for closing the merger. The failure to extend the
timetable essentially precludes completing this complex transaction."
"Mergers in the airline business are difficult at best. In addition, Aloha and
Hawaiian have very different corporate cultures and this transaction has a long
and fateful history. It is my hope that someday Hawaii will receive the benefits
that this merger could have provided."
"We our proud of our efforts over the past three months. We had made tremendous
progress in achieving a successful combination in virtually every critical area.
This includes developing a plan to combine and rapidly grow the airline,
coordinating with employees on combined seniority lists and contracts,
negotiating on a new fleet and working with the community leaders and antitrust
officials. For example, just last week we reached agreement with ALPA
representing the pilots to combine the seniority lists and contracts in record
time. In addition, our initiation of fare caps and furlough protection was
unique in airline mergers and I hope went a long way to making passengers and
employees more comfortable with the merger."
"Many people helped us as we worked on completing this merger and I want to
thank all of them. I had the pleasure of meeting and working with a majority of
the employees of both carriers and they are true professionals in the airline
industry. I very much enjoyed meeting the Islands' community leaders, and my
family and I had looked forward to becoming part of the ohana in Hawaii. I wish
everyone much future success.
"When TurnWorks undertook this transaction, I noted that its attraction was not
the airline industry but its complexity and the potential to bring TurnWorks'
operating expertise to strengthening two companies for Hawaii. We intend to
remain active private equity investors, and we look forward to moving ahead to
the next transaction."
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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.
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 SECURITY HOLDERS ARE URGED TO READ THE PRLIMINARY 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 Firth
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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