-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQ1XmC/kNjIgr9w5KA+y05HvQK2HC2Y5bURdHaubyxUhnh8LqxQXloP6Ym8mhoRJ 6Fe2zvAvCLozTOjgBj8pWg== 0000912057-02-022594.txt : 20020531 0000912057-02-022594.hdr.sgml : 20020531 20020531132107 ACCESSION NUMBER: 0000912057-02-022594 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20020531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN AIRLINES INC/HI CENTRAL INDEX KEY: 0000046205 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 990042880 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-13378 FILM NUMBER: 02667499 BUSINESS ADDRESS: STREET 1: 3375 KOAPAKA ST STREET 2: STE G350 CITY: HONOLULU STATE: HI ZIP: 96819 BUSINESS PHONE: 8088353700 FORMER COMPANY: FORMER CONFORMED NAME: HAL INC /HI/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN AIRLINES INC DATE OF NAME CHANGE: 19850314 FORMER COMPANY: FORMER CONFORMED NAME: INTER ISLAND AIRWAYS LTD DATE OF NAME CHANGE: 19670920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN AIRLINES INC/HI CENTRAL INDEX KEY: 0000046205 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 990042880 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 3375 KOAPAKA ST STREET 2: STE G350 CITY: HONOLULU STATE: HI ZIP: 96819 BUSINESS PHONE: 8088353700 FORMER COMPANY: FORMER CONFORMED NAME: HAL INC /HI/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN AIRLINES INC DATE OF NAME CHANGE: 19850314 FORMER COMPANY: FORMER CONFORMED NAME: INTER ISLAND AIRWAYS LTD DATE OF NAME CHANGE: 19670920 SC TO-I 1 a2081205zscto-i.txt SC TO-I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2002 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------- HAWAIIAN AIRLINES, INC. (Name of Subject Company and Filing Person) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 419849104 (CUSIP Number of Class of Securities) CHRISTINE R. DEISTER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HAWAIIAN AIRLINES, INC. 3375 KOAPAKA STREET, SUITE G-350 HONOLULU, HAWAII 96819 (808) 835-3700 WITH A COPY TO: JUDITH R. THOYER PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidder) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $24,990,000 $2,300
* Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of up to 5,880,000 shares of common stock, par value $0.01 per share (the "Shares"), of Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), at a price per share of $4.25 in cash. / / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: None Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Tender Offer Statement on Schedule TO relates to the offer by Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), to purchase up to 5,880,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its outstanding common stock, par value $0.01 per share (the "Shares"), at a purchase price of $4.25 per share, net to the seller in cash, subject to applicable withholding of taxes, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 31, 2002 (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to each of the Items 1 through 11 of this Schedule TO, except those items as to which information is specifically provided herein. ITEM 4. TERMS OF THE TRANSACTION. (a)(1)(xi) Not applicable. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (b) Not applicable. (d) Not applicable. ITEM 10. FINANCIAL STATEMENTS. Not applicable. ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------------------------------ (a)(1)(A) Offer to Purchase, dated May 31, 2002. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G) Press Release, dated May 30, 2002 (incorporated by reference to the Schedule TO-C filed by Hawaiian Airlines, Inc. with the Securities and Exchange Commission on May 31, 2002). (a)(1)(H) Form of Letter to Shareholders, dated May 31, 2002. (b) Not applicable.
2
EXHIBIT NUMBER DESCRIPTION - -------------- ------------------------------------------------------------ (d)(1)(A) Registration Rights Agreement, dated as of January 31, 1996, by and among Hawaiian Airlines, Inc. and Airline Investors Partnership, L.P. (d)(1)(B) Stockholders Agreement, dated as of June 1996, by and among Airline Investors Partnership, L.P., the Air Line Pilots Association, Hawaiian Master Executive Council, the Association of Flight Attendants and the International Association of Machinists. (d)(1)(C) Stock Allocation Agreement, dated as of May 2001, between Hawaiian Airlines, Inc. and the Air Line Pilots in the service of Hawaiian Airlines, Inc., as represented by the Air Line Pilots Association, International. (g) Not applicable. (h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 31, 2002 HAWAIIAN AIRLINES, INC. By: /s/ CHRISTINE R. DEISTER ----------------------------------------- Name: Christine R. Deister Title: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ------------------------------------------------------------ (a)(1)(A) Offer to Purchase, dated May 31, 2002. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G) Press Release, dated May 30, 2002 (incorporated by reference to the Schedule TO-C filed by Hawaiian Airlines, Inc. with the Securities and Exchange Commission on May 31, 2002). (a)(1)(H) Form of Letter to Shareholders, dated May 31, 2002. (b) Not applicable. (d)(1)(A) Registration Rights Agreement, dated as of January 31, 1996, by and among Hawaiian Airlines, Inc. and Airline Investors Partnership, L.P. (d)(1)(B) Stockholders Agreement, dated as of June 1996, by and among Airline Investors Partnership, L.P., the Air Line Pilots Association, Hawaiian Master Executive Council, the Association of Flight Attendants and the International Association of Machinists. (d)(1)(C) Stock Allocation Agreement, dated as of May 2001, between Hawaiian Airlines, Inc. and the Air Line Pilots in the service of Hawaiian Airlines, Inc., as represented by the Air Line Pilots Association, International. (g) Not applicable. (h) Not applicable.
EX-99.A(1)(A) 3 a2081205zex-99_a1a.txt EXHIBIT 99(A)(1)(A) EXHIBIT (A)(1)(A) OFFER TO PURCHASE FOR CASH BY HAWAIIAN AIRLINES, INC. UP TO 5,880,000 SHARES OF ITS COMMON STOCK AT $4.25 NET PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS THE OFFER IS EXTENDED. Hawaiian Airlines, Inc., a Hawaii corporation, invites its shareholders to tender up to 5,880,000 shares of its common stock, $0.01 par value per share, for purchase by us at a price of $4.25 per share, net to the seller in cash, without interest. As used in this Offer to Purchase, the terms "Hawaiian," "we," "us," "our" and similar terms refer to Hawaiian Airlines, Inc., unless the context clearly indicates otherwise. Our offer is being made upon the terms and subject to the conditions described in this Offer to Purchase and the related Letter of Transmittal (including the proration provisions described herein), which, as amended or supplemented from time to time, together constitute this "Offer." This Offer is not conditioned on any minimum number of shares being tendered. However, this Offer is subject to certain other conditions. See "Section 5. Certain Conditions to the Offer." Our shares are listed and traded on the American Stock Exchange ("AMEX") and the Pacific Exchange ("PCX") under the symbol "HA." On May 30, 2002, the last full trading day before the announcement of the Offer, the last reported sale price of our shares on the AMEX was $3.25. See "Section 6. Price Range of Shares." WE URGE SHAREHOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN DOING SO, YOU SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER, INCLUDING THE CURRENT MARKET PRICE OF OUR COMMON STOCK. SEE "SECTION 9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER" AND "SECTION 6. PRICE RANGE OF SHARES." Our majority shareholder, Airline Investors Partnership, L.P. ("AIP"), has advised us that it intends to tender all of the 18,181,818 shares that it owns in the Offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. In addition, some of our directors and executive officers have advised us that they intend to tender in the Offer an aggregate of 68,755 shares that they own or that are allocable to their accounts in the 401(k) Savings Plans. See "Section 11. Interests of Directors and Officers and Principal Shareholder." May 31, 2002 IMPORTANT If you wish to tender all or any part of the shares registered in your name, you should follow the instructions described in "Section 1. Terms of the Offer; Expiration Date" and "Section 2. Procedures for Tendering Shares" carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to Mellon Investor Services LLC, our Depositary. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact the nominee if you desire to tender your shares and request that the nominee tender your shares for you. Any shareholder who desires to tender shares and whose certificates for the shares are not immediately available, or cannot be delivered to the Depositary, or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary by the expiration of the Offer, may tender the shares pursuant to the guaranteed delivery procedure set forth in "Section 2. Procedures for Tendering Shares." You may request additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery from Mellon Investor Services LLC, our Information Agent, at its address and telephone number printed on the back cover of this Offer to Purchase. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR OTHER DOCUMENTS TO WHICH WE REFER YOU IN THIS OFFER TO PURCHASE. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON IT AS HAVING BEEN AUTHORIZED BY US. THIS DOCUMENT IS DATED MAY 31, 2002. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THIS DATE. THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHALL NOT IMPLY INFORMATION IS ACCURATE AS OF ANY OTHER DATE. ii SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Offer to Purchase contains forward-looking statements with respect to the Offer and our financial condition, results of operations, objectives, future performance and business, which we believe are covered by the Private Securities Litigation Reform Act of 1995. In addition, oral statements made from time to time by our representatives may also be covered by this Act. Statements in this Offer to Purchase and the oral statements referred to above that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. When used in this Offer to Purchase, the words "anticipates," "believes," "expects," "intends," "estimates," "plans," and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Offer to Purchase. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws or as set forth in the Tender Offer Statement on Schedule TO that contains this Offer to Purchase. In making any of these statements, the expectations are believed to be based on reasonable assumptions. However, there are numerous risks, uncertainties and important factors, most of which are difficult to predict and are generally beyond our control, that could cause actual results to differ materially from those in forward-looking statements. These include: - those discussed or identified from time to time in our public filings with the SEC; and - specific risks or uncertainties associated with our expectations with respect to: - the market price of our common stock; - the timing, completion or tax status of the Offer; and - strategic decisions of management. Further discussion of many of these factors is presented in the summary term sheet, the introduction, "Section 9. Purpose of the Offer; Certain Effects of the Offer," "Section 10. Certain Information Concerning Hawaiian" and "Section 13. Future Plans of Hawaiian." Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements. Accordingly, we cannot assure that any of the events anticipated by forward-looking statements will occur, or if they do, what impact they will have on our results of operations and our financial condition. iii TABLE OF CONTENTS SUMMARY TERM SHEET.................................................................. 1 INTRODUCTION........................................................................ 4 THE OFFER........................................................................... 6 1. TERMS OF THE OFFER; EXPIRATION DATE......................... 6 2. PROCEDURES FOR TENDERING SHARES............................. 7 3. WITHDRAWAL RIGHTS........................................... 10 4. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES............... 10 5. CERTAIN CONDITIONS TO THE OFFER............................. 11 6. PRICE RANGE OF SHARES....................................... 13 7. SOURCE AND AMOUNT OF FUNDS.................................. 13 8. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES................ 14 9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.......... 17 10. CERTAIN INFORMATION CONCERNING HAWAIIAN..................... 18 11. INTERESTS OF DIRECTORS AND OFFICERS AND PRINCIPAL SHAREHOLDER................................................. 19 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES......... 22 13. FUTURE PLANS OF HAWAIIAN.................................... 24 14. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS................. 25 15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS............. 25 16. FEES AND EXPENSES........................................... 26 17. MISCELLANEOUS............................................... 27
iv SUMMARY TERM SHEET Hawaiian Airlines, Inc., a Hawaii corporation, is offering to purchase up to 5,880,000 shares of its outstanding common stock for $4.25 per share, net to you in cash. The following are some of the questions that you, as a shareholder of Hawaiian, may have and answers to those questions. This summary highlights the most material information from this Offer to Purchase. To understand the Offer fully and for a more complete description of the terms of the Offer, you should read carefully this entire Offer to Purchase and the Letter of Transmittal. We have included page references parenthetically to direct you to a more complete description of the topics in this summary. Q. WHAT SECURITIES IS HAWAIIAN OFFERING TO PURCHASE? WILL TENDERED SHARES BE PRORATED? (PAGE 6) A. We are offering to purchase 5,880,000 shares of our common stock, or any lesser number of shares that shareholders properly tender in the Offer. If more than 5,880,000 shares are tendered, and we do not elect to increase the number that we will purchase, all shares tendered will be purchased on a PRO RATA basis. AIP, our majority shareholder, has advised us of its intention to tender all of the 18,181,818 shares that it owns in the Offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. Therefore, the number of shares you tender likely will be reduced pursuant to the proration procedures. Proration will apply even if you hold less than 100 shares. Those shares not purchased will be returned to you as soon as practicable following expiration of the Offer. Q. HOW MUCH WILL HAWAIIAN PAY ME FOR MY SHARES AND WHAT IS THE FORM OF PAYMENT? (PAGE 4) A. Shareholders whose shares are purchased in the Offer will be paid the purchase price of $4.25 per share, net in cash, without interest, as soon as practicable after the expiration of the Offer. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. If you are the record holder of your shares and you tender your shares to us in the Offer, you will not have to pay brokerage fees or similar expenses to the Information Agent or the Depositary. If you hold your shares through a custodian, and your custodian tenders your shares on your behalf, your custodian may charge you a fee for doing so. You should consult your custodian to determine whether any charges will apply. Q. WHEN DOES THE OFFER EXPIRE? CAN HAWAIIAN EXTEND THE OFFER AND, IF SO, HOW WILL I BE NOTIFIED? (PAGES 6 AND 25) A. The Offer expires on June 27, 2002 at 12:00 midnight, New York City time, unless we decide to extend the Offer. We may extend the Offer at any time. We cannot assure you, however, that the Offer will be extended or, if extended, for how long. If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration of the Offer period. Q. WHAT IS THE PURPOSE OF THE OFFER? (PAGE 17) A. This Offer allows shareholders an opportunity to realize at least a portion of their investment in our shares by providing liquidity in an otherwise thinly traded public market for our common stock. Also, shareholders who choose not to tender their shares may benefit from this Offer as they will own a larger interest in Hawaiian. Q. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? (PAGE 11) A. Our obligation to accept for payment, purchase or pay for any shares tendered depends on a number of conditions, including: - No significant decrease in the price of our common stock or in the price of equity securities generally, or any adverse change in the U.S. equity or credit markets, shall have occurred during this Offer. - No legal action shall have been threatened, pending or otherwise taken that might adversely affect the Offer. - No one shall have proposed, announced or made a tender or exchange offer (other than this Offer), merger, business combination or other similar transaction involving Hawaiian. - No material adverse change in our business, condition (financial or otherwise), assets, income, operations or prospects shall have occurred during this Offer. Our purchase is neither conditioned upon any minimum number of shares being tendered nor subject to any financing conditions. As of May 30, 2002, we had unrestricted cash and cash equivalents of approximately $80 million, more than enough to fund the purchase of all shares in this Offer. Q. HOW DO I TENDER MY SHARES? (PAGE 7) A. If you decide to tender your shares you must either: deliver your shares by mail, physical delivery or book-entry transfer and deliver a completed and signed Letter of Transmittal to the Depositary before 12:00 midnight, New York City time, on June 27, 2002; or if your share certificates are not immediately available for delivery to the Depositary, comply with the guaranteed delivery procedure before 12:00 midnight, New York City time, on June 27, 2002. If you have any questions, you should contact the Information Agent or your broker for assistance. Our Information Agent's contact information is located at the end of this summary term sheet. Q: IF I AM A PARTICIPANT IN ONE OF HAWAIIAN'S 401(K) SAVINGS PLANS, ARE SHARES ALLOCABLE TO MY ACCOUNT ELIGIBLE TO BE TENDERED IN THE OFFER AND, IF SO, HOW? (PAGE 9) A: Yes. Shares allocable to your accounts in our 401(k) Savings Plans are eligible to be tendered in the Offer. The fiduciary of each of our 401(k) Savings Plans will send you written materials containing the specific rules and instructions applicable to your 401(k) Savings Plan for tendering shares allocable to your accounts in the Offer. You may not use the Letter of Transmittal to tender your allocated shares in the Offer. Q: IF I HOLD OPTIONS, MAY I TENDER THOSE INTO THE OFFER? A: No. If you hold options and want to participate in the Offer, you must first exercise your options in a timely manner and tender the shares that you receive in accordance with the established procedures. Q. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? (PAGE 10) A. You may withdraw your tendered shares at any time before 12:00 midnight, New York City time, on June 27, 2002 and, unless already accepted for payment by Hawaiian, at any time after 12:00 midnight, New York City time, on July 26, 2002. Q: HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? (PAGE 10) A: To withdraw shares you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw the shares. Q. WHAT DO HAWAIIAN AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? (PAGE 18) A. Neither we nor our board of directors makes any recommendation to you as to whether to tender or refrain from tendering your shares. You must decide whether to tender your shares and, if so, how many shares to tender. AIP, our majority shareholder and an affiliate of our chairman, chief executive officer and president, has advised us of its intention to tender all of the 18,181,818 shares that it owns in the 2 Offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. In addition, some of our directors and executive officers have advised us that they intend to tender in the Offer an aggregate of 68,755 shares that they own or that are allocable to their accounts in the 401(k) Savings Plans. See "Section 11. Interests of Directors and Officers and Principal Shareholder." Q. WHAT IS THE RECENT MARKET PRICE OF MY SHARES? (PAGE 13) A. On May 30, 2002, the last full trading day before the announcement of the Offer, the last reported sale price of the shares on the AMEX was $3.25. WE URGE YOU TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. Q. HOW WILL I BE TAXED FOR U.S. FEDERAL INCOME TAX PURPOSES? (PAGE 14) A. Our purchase of shares from you pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. Any such purchase will be treated, depending on your particular circumstances, either as a sale of the shares or as a distribution by us. If the purchase is treated as a sale of the shares, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your tax basis in the shares that you sold. This capital gain or loss will be long term capital gain or loss if you have held the shares for more than one year as of the date of our purchase pursuant to the Offer. If the purchase is treated as a distribution by us, the full amount of cash that you receive for your shares will be taxed to you as ordinary income, but only to the extent that we have current and accumulated earnings and profits. To the extent that payments made by us exceed our current and accumulated earnings and profits, you will receive your share of such excess tax-free to the extent of your tax basis in all of your shares and any remainder will be treated as capital gain. See "Section 8. Certain U.S. Federal Income Tax Consequences" for a more detailed discussion of the tax treatment of the Offer. WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER. Q. WHO DO I CONTACT IF I HAVE QUESTIONS ABOUT THE OFFER? A. For additional information or assistance, you may contact the Information Agent: MELLON INVESTOR SERVICES LLC 44 Wall Street 7th Floor New York, NY 10005 Call Toll Free: (800) 549-9249 3 To the Holders of Common Stock of Hawaiian Airlines, Inc.: INTRODUCTION Hawaiian Airlines, Inc., a Hawaii corporation, invites its shareholders to tender shares of its common stock, $0.01 par value per share, for purchase by Hawaiian. We are offering to purchase up to 5,880,000 of our outstanding shares at $4.25 per share net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal. We reserve the right, in our sole discretion but subject to any applicable legal requirements, to purchase more than 5,880,000 shares pursuant to the Offer. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER SPECIFIED CONDITIONS. SEE "SECTION 5. CERTAIN CONDITIONS TO THE OFFER." EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. BECAUSE OUR BOARD OF DIRECTORS BELIEVES THAT THE ATTRACTIVENESS OF THE OFFER FOR EACH INDIVIDUAL SHAREHOLDER WILL DEPEND UPON THAT HOLDER'S OWN INVESTMENT PROFILE AND OBJECTIVES AND OTHER CIRCUMSTANCES, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER ANY SHAREHOLDER SHOULD TENDER ANY OR ALL OF HIS OR HER SHARES PURSUANT TO THE OFFER. In making your decision, you should consider our reasons for making this Offer, including the current market price of our common stock. See "Section 9. Purpose of the Offer; Certain Effects of the Offer" and "Section 6. Price Range of Shares." AIP, our majority shareholder and an affiliate of our chairman, chief executive officer and president, has advised us that it intends to tender all of the 18,181,818 shares that it owns in the Offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. In addition, some of our directors and executive officers have advised us that they intend to tender in the Offer an aggregate of 68,755 shares that they own or that are allocable to their accounts in the 401(k) Savings Plans. As of May 30, 2002, there were 33,674,143 shares issued and outstanding. As of May 30, 2002, there were outstanding options to acquire 3,018,000 shares of our common stock, of which 2,223,000 were subject to currently exercisable options, and there were up to 652,436 shares of our common stock eligible to be issued to our pilots under our Pilots' 401(k) Plan in accordance with the Pilots' Stock Agreement. The 5,880,000 shares that we are offering to purchase in the Offer represent approximately 17.46% of the shares outstanding as of May 30, 2002 (excluding the shares subject to outstanding options and shares issuable to our pilots). If before the expiration date (as described in "Section 1. Terms of the Offer; Expiration Date") more than 5,880,000 shares, or such greater number of shares as we may decide to purchase, are validly tendered and not properly withdrawn, we will, upon the terms and subject to the conditions of the Offer, accept shares for purchase, on a PRO RATA basis, from all shares validly tendered and not properly withdrawn. Because AIP intends to tender all of the shares that it owns in the Offer, the number of shares that you tender likely will be subject to reduction through the proration procedures described in this Offer to Purchase, and this will likely be true even if we decide to increase the number of shares that we purchase pursuant to the Offer. All shares not purchased pursuant to the Offer, including shares not purchased because of proration, will be returned to the tendering shareholders at our expense. Tendering shareholders who have shares registered in their name and who tender directly to the Depositary are not obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of shares by us. Shareholders who hold their shares through a custodian should consult their custodian to determine whether any charges 4 will apply if the custodian tenders the shares on their behalf. We will pay all reasonable charges and expenses incurred by Mellon Investor Services LLC, which has been appointed as the Depositary and the Information Agent for the Offer. See "Section 16. Fees and Expenses." Any tendering shareholder who fails to complete and sign the substitute Form W-9 that is included in the Letter of Transmittal may be subject to U.S. federal income tax backup withholding equal to 30% of the gross proceeds payable to such shareholder pursuant to the Offer. See "Section 8. Certain U.S. Federal Income Tax Consequences." Our shares are listed and traded on the AMEX and PCX under the symbol "HA." On May 30, 2002, the last full trading day prior the announcement of the Offer, the last reported sales price of the shares on the AMEX was $3.25 per share. See "Section 6. Price Range of Shares." WE URGE SHAREHOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. WE URGE SHAREHOLDERS TO READ THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR SHARES. 5 THE OFFER 1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment, and will pay for, up to 5,880,000 shares validly tendered prior to the expiration date (as defined below) and not properly withdrawn as permitted by the terms described in "Section 3. Withdrawal Rights." The term "expiration date" means 12:00 midnight, New York City time, on June 27, 2002, unless and until we, in our sole discretion, have extended the period during which the Offer is open, in which event the term "expiration date" means the latest time and date at which the Offer, as extended, expires. If the Offer is over-subscribed, shares tendered before the expiration date will be subject to proration. The proration period will expire on the expiration date. We reserve the right, in our sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. See "Section 15. Extension of the Offer; Termination; Amendments." We cannot guarantee, however, that we will exercise our right to extend the Offer. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions. See "Section 5. Certain Conditions to the Offer." All shares purchased pursuant to the Offer will be purchased at the offer price, net to the seller, in cash. If we: - increase or decrease the price to be paid for shares or add a dealer's soliciting fee; - increase the number of shares being sought and this increase exceeds 2% of the outstanding shares; or - decrease the number of shares being sought; and the Offer is scheduled to expire prior to expiration of a period ending on the tenth business day from the date that notice of this increase or decrease is first published, sent or given in the manner specified in "Section 15. Extension of the Offer; Termination; Amendments," then the Offer will be extended until the expiration of such ten business day period. For the purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. All shares not purchased pursuant to the Offer, including shares not purchased because of proration, will be returned to the tendering shareholders at our expense as promptly as practicable (which, in the event of proration, is expected to be approximately ten business days) following the expiration date. If the number of shares validly tendered and not properly withdrawn before the expiration date is less than or equal to 5,880,000 shares (or such greater number of shares as we may elect to purchase pursuant to the Offer), we will purchase, upon the terms and subject to the conditions of the Offer, at the offer price all shares so tendered and not properly withdrawn. If the number of shares validly tendered and not properly withdrawn before the expiration date is greater than 5,880,000 shares (or such greater number of shares as we may elect to purchase pursuant to the Offer), we will accept for purchase, upon the terms and subject to the conditions of the Offer, all shares validly tendered and not properly withdrawn before the expiration date, on a PRO RATA basis with appropriate adjustments to avoid purchases of fractional shares, as described below. Holders of fewer than 100 shares will be prorated together with all other tendering shareholders. Consequently, all of the shares that a shareholder tenders in the Offer may not be purchased. AIP has advised us of its intention to tender all of the shares that it owns in the Offer, on the condition that in no event will we accept for payment that number of AIP's shares that would cause its ownership 6 interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. Because AIP currently owns 18,181,818 shares (which is more than the number of shares sought in this Offer), the number of shares which you tender likely will be subject to reduction through the proration procedures described in this Offer to Purchase, and this will likely be true even if we decide to increase the number of shares that we purchase pursuant to the Offer. PRORATION. If proration of tendered shares is required (which is very likely given that AIP has informed us that it intends to tender all of its 18,181,818 shares), we will determine the proration factor as promptly as practicable following the expiration date. Proration for each shareholder tendering shares will be based on the ratio of the number of shares tendered by the shareholder to the total number of shares tendered by all shareholders. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Offer until approximately five business days after the expiration date. The preliminary results of any proration will be announced by press release as promptly as practicable after the expiration date. Shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers. MAILING. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares whose names appear on our shareholder list and will be furnished, for subsequent transmittal to beneficial owners of shares, to custodians whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing. 2. PROCEDURES FOR TENDERING SHARES. Except as described below, in order for shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile of one), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses printed on the back cover of this Offer to Purchase and either: - the certificates evidencing tendered shares must be received by the Depositary at its address or these shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case on or prior to the expiration date; or - the tendering shareholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message, transmitted by electronic means to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that The Depositary Trust Company ("DTC") has received an express acknowledgment from the participant in DTC tendering the shares that are the subject of this Book-Entry Confirmation, that this participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce this agreement against this participant. BOOK-ENTRY TRANSFER. The Depositary will establish accounts with respect to the shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC's system may make a book-entry delivery of shares by causing DTC to transfer these shares into the Depositary's account in accordance with DTC's procedures for the transfer. However, although delivery of shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a facsimile of one), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal and any other required documents, must, in any case, be received by the Depositary at one of its addresses 7 printed on the back cover of this Offer to Purchase prior to the expiration date, or the tendering shareholder must comply with the guaranteed delivery procedure described below. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Security Transfer Agents Medallion Program (each, an "Eligible Institution"), except in cases where shares are tendered: - by a registered holder of shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal; or - for the account of an Eligible Institution. If a certificate is registered in the name of a person other than the signatory of the Letter of Transmittal (or a facsimile of one), or if payment is to be made, or a certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the certificate, with the signature(s) on this certificate or stock powers guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are signed or any certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these individuals should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. See Instructions 1 and 5 of the Letter of Transmittal. GUARANTEED DELIVERY. If a shareholder desires to tender shares pursuant to the Offer and the certificates evidencing his or her shares are not immediately available or he or she cannot deliver the certificates and all other required documents to the Depositary prior to the expiration date, or he or she cannot complete the procedure for delivery by book-entry transfer on a timely basis, his or her shares may nevertheless be tendered, provided that all the following conditions are satisfied: - the tender is made by or through an Eligible Institution; - a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by us, is received prior to the expiration date by the Depositary as provided below; and - the certificates (or a Book-Entry Confirmation) evidencing all tendered shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile of one), properly completed and duly executed, with any required signature guarantees (or, in connection with a book-entry transfer, an Agent's Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three AMEX trading days after the date of execution of the Notice of Guaranteed Delivery. A "trading day" is any day on which the AMEX and banks in New York City are open for business. The Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form prescribed in the form of Notice of Guaranteed Delivery that we have made available. In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the certificates evidencing these shares, or a Book-Entry Confirmation of the delivery of these shares, and the Letter of Transmittal (or a facsimile of one), properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT YOUR OWN OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH 8 RETURN RECEIPT REQUESTED, OR AN OVERNIGHT COURIER, IN EITHER CASE, PROPERLY INSURED. IN ALL CASES, YOU SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. DETERMINATION OF VALIDITY. We will determine, in our sole discretion, questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares which determination shall be final and binding on all parties. We reserve the absolute right to reject any and all tenders that we determine are not in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition of the Offer or any defect or irregularity in the tender of any particular shares or any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders, and our interpretation of the terms and conditions of the Offer will be final and binding on all persons. No tender of shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of Hawaiian, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. OTHER REQUIREMENTS. By executing the Letter of Transmittal as described above, a tendering shareholder irrevocably appoints our designees as his or her proxies, each with full power of substitution, in the manner described in the Letter of Transmittal, to the full extent of his or her rights with respect to the shares tendered by him or her and accepted for payment by us (and with respect to any and all other shares or other securities issued or issuable in respect of such shares on or after the date of this Offer to Purchase). All these proxies will be considered coupled with an interest in the tendered shares. This appointment will be effective when, and only to the extent that, we accept these shares for payment. Upon acceptance for payment, all prior proxies given by the shareholder with respect to these shares (and such other shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed by the shareholder (and, if given or executed, will not be deemed to be effective) with respect thereto. Our designees will, with respect to the shares for which the appointment is effective, be empowered to exercise all voting and other rights of the shareholder as they in their sole discretion may deem proper at any annual or special meeting of our shareholders or any adjournment or postponement of the meeting, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for shares to be deemed validly tendered, immediately upon our payment for such shares, we must be able to exercise full voting rights with respect to these shares. Our acceptance for payment of shares pursuant to any of the procedures described above will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENTS MADE TO CERTAIN SHAREHOLDERS OF THE OFFER PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, THESE SHAREHOLDERS MUST PROVIDE THE DEPOSITARY WITH HIS OR HER CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN") AND CERTIFY THAT HE OR SHE IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 30% OF ANY PAYMENTS MADE TO THE SHAREHOLDER. SEE INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL. NON-U.S. HOLDERS MUST SUBMIT A COMPLETED FORM W-8 TO AVOID BACKUP WITHHOLDING. SEE INSTRUCTIONS 10 AND 11 OF THE LETTER OF TRANSMITTAL. THESE FORMS MAY BE OBTAINED FROM THE DEPOSITARY. 401(K) SAVINGS PLANS. The Hawaiian Airlines, Inc. 401(k) Savings Plan, the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants and the Hawaiian Airlines, Inc. Pilots' 401(k) Plan (collectively, the "401(k) Savings Plans") contain specific rules and procedures regarding tender offers. Participants in the 401(k) Savings Plans will receive additional information and instructions from the trustee regarding how shares allocable to their accounts in the 401(k) Savings Plans may participate in the Offer. Partcipants in the 401(k) Savings Plans may not use the Letter of Transmittal to direct the trustee to 9 tender shares allocable to their accounts. PARTICIPANTS IN THE 401(K) SAVINGS PLANS ARE URGED TO READ CAREFULLY THE SEPARATE MATERIALS SENT TO THEM. NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER SHARES IN THE 401(K) SAVINGS PLANS SHOULD BE TENDERED IN THE OFFER. 3. WITHDRAWAL RIGHTS. Tenders of shares made pursuant to the Offer are irrevocable, except that tendered shares may be withdrawn at any time prior to the expiration date and, unless we have accepted these tendered shares for payment pursuant to the Offer, may also be withdrawn at any time after 12:00 midnight, New York City time, on July 26, 2002. If we extend the Offer, are delayed in our acceptance for payment of shares or are unable to accept shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain tendered shares, and these tendered shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Section 3. For a withdrawal to be effective and proper, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses printed on the back cover page of this Offer to Purchase. The notice of withdrawal must specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from that of the person who tendered these shares. If certificates evidencing shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of these certificates, the serial numbers shown on these certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless these shares to be withdrawn have been tendered for the account of an Eligible Institution. If shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "Section 2. Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares or must otherwise comply with DTC's procedures. Withdrawals of tenders of shares may not be rescinded, and shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. However, withdrawn shares may be retendered by again following the procedures described in "Section 2. Procedures for Tendering Shares," at any time prior to the expiration date. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal whose determination will be final and binding. None of Hawaiian, the Depositary, the Information Agent or any other person will be under a duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. 4. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept for payment, and will pay for, up to 5,880,000 shares validly tendered prior to the expiration date and not properly withdrawn, as soon as practicable after the expiration date. Subject to applicable rules of the SEC, we expressly reserve the right to delay acceptance for payment of, or payment for, shares in order to comply in whole or in part with any other applicable law. In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - the certificates evidencing these shares or timely confirmation (which we refer to as a "Book-Entry Confirmation") of a book-entry transfer of such shares into the Depositary's account at DTC pursuant to the procedures set forth in "Section 2. Procedures for Tendering Shares;" 10 - the Letter of Transmittal (or a facsimile of one), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as described in "Section 2. Procedures for Tendering Shares") in lieu of the Letter of Transmittal; and - any other documents required by the Letter of Transmittal. For purposes of the Offer, we will be deemed to have accepted for payment, and thus purchased, shares validly tendered and not properly withdrawn as, if and when we give oral or written notice to the Depositary, as agent for the tendering shareholders, of our acceptance for payment of these shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for shares accepted for payment pursuant to the Offer will be made by deposit of the offer price for these shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from us and transmitting these payments to tendering shareholders whose shares have been accepted for payment. Under no circumstances will interest on the offer price for shares be paid, regardless of any delay in making such payment. Payment for shares may be delayed in the event of difficulty in determining the number of shares properly tendered or if proration is required. See "Section 1. Terms of the Offer; Expiration Date." In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the Offer. See "Section 5. Certain Conditions to the Offer." We will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any shares to us or our order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or a portion of the shares delivered (whether in certificated form or by book-entry) but not tendered or not purchased are to be registered in the name of, any person other than the registered holder, or if tendered shares are registered in the name of any person other than the person signing the Letter of Transmittal (unless this person is signing in a representative or fiduciary capacity), the amount of any stock transfer taxes (whether imposed on the registered holder, this other person or otherwise) payable on account of the transfer to this person will be deducted from the purchase price unless satisfactory evidence of the payment of these taxes, or exemption from these taxes is submitted. See Instruction 6 to the Letter of Transmittal. If any tendered shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if certificates are submitted evidencing more shares than are tendered, certificates evidencing unpurchased shares will be returned, without expense to the tendering shareholder (or, in the case of shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedure set forth in "Section 2. Procedures for Tendering Shares," these shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer. 5. CERTAIN CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) our right to extend, amend or terminate the Offer as set forth in "Section 15. Extension of the Offer; Termination; Amendments," we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase and the payment for shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if, at any time on or after May 31, 2002 and before the expiration of the Offer, any of the following events has occurred (or have been determined by us to have occurred) that, in our sole judgment in any case and regardless of the circumstances giving rise to the specified event, 11 including any action or omission to act by us, makes it inadvisable to proceed with the Offer or the acceptance for payment: - any suit, action or proceeding before any court, agency, authority or other tribunal by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign is threatened or pending: - challenging our acquisition of any shares, seeking to restrain or prohibit our making or consummating by the Offer or otherwise relating to the Offer; or - which otherwise is reasonably likely to have a material adverse effect on us; - any statute, rule, regulation, legislation, judgment, order or injunction is threatened, proposed, sought, enacted, entered, enforced, promulgated, amended or issued with respect to, or deemed applicable to, or any consent or approval is withheld with respect to, us or otherwise relates in any manner to the Offer, in each case, by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign that is reasonably likely to result, directly or indirectly, in any of the consequences referred to in the first bullet above; - any of the following events has occurred: - any general suspension of trading in, or limitation on prices for, securities on the AMEX or the PCX for a period in excess of 24 hours (excluding suspensions or limitations resulting solely from physical damage or interference with such exchange or market not related to market conditions); - any suspension of, or material limitation on, the markets for U.S. currency exchange rates; - a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; - any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, on, or other event that would reasonably be expected to materially adversely affect, the extension of credit by U.S. banks or other U.S. lending institutions; - a commencement or escalation of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States that would reasonably be expected to have a material adverse effect on the financial markets in the United States; - any significant decrease in the market price of the shares; - any decline in either the Dow Jones Industrial Average, the AMEX Composite Index or the S&P 500 Composite Index by an amount in excess of 15% measured from the close of business on May 31, 2002; or - in the case of any of the foregoing existing on the date of this Offer to Purchase, a material acceleration or worsening thereof; - any tender or exchange offer with respect to the shares (other than this Offer), or any merger, acquisition, business combination or other similar transaction with or involving us, has been proposed, announced or made by any person or entity; - any change has occurred or be threatened in, or any adverse development has arisen concerning, our business, condition (financial or otherwise), income, operations or prospects, in any case (individually or in the aggregate) which, in our reasonable judgment, is or may be materially adverse to us or affects the anticipated benefits to us of acquiring shares pursuant to the Offer; - (i) any person, entity or "group" (as that term is used in Section 13(d)(3) of the Securities Exchange Act) has acquired, or proposed to acquire, beneficial ownership of more than 5% of 12 the outstanding shares (other than a person, entity or group which had publicly disclosed such ownership in a Schedule 13D or 13G (or an amendment thereto) on file with the SEC prior to May 31, 2002); (ii) any new group has been formed that beneficially owns more than 5% of the outstanding shares; or (iii) any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or made a public announcement reflecting an intent to acquire us or any of our assets or securities; or - there is a reasonable likelihood that the purchase of shares pursuant to the Offer will cause either (i) the shares to be held of record by fewer than 400 persons or (ii) the shares not continuing to be eligible to be listed on the AMEX or the PCX. The foregoing conditions are for our sole benefit and we may assert or waive any of these conditions in whole or in part at any time and from time to time in our exclusive judgment. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any of these rights, the waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each of these rights will be deemed an ongoing right that may be asserted at any time and from time to time. 6. PRICE RANGE OF SHARES. Our shares are listed for trading on the AMEX and PCX under the symbol "HA." The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share as reported on the AMEX.
HIGH LOW -------- -------- 2000 First Quarter............................................. $2.5000 $1.7500 Second Quarter............................................ $2.8750 $2.0625 Third Quarter............................................. $2.7500 $2.2500 Fourth Quarter............................................ $2.5000 $1.9500 2001 First Quarter............................................. $3.2500 $1.8125 Second Quarter............................................ $3.3000 $2.3000 Third Quarter............................................. $3.5000 $1.7000 Fourth Quarter............................................ $4.0500 $2.0000 2002 First Quarter............................................. $4.4500 $2.9900 Second Quarter (through May 30, 2002)..................... $3.6200 $2.8000
On December 18, 2001, the last trading day before the public announcement of the proposed merger with Aloha Airgroup, Inc. and TurnWorks, Inc., the closing price per share of our common stock was $2.50. On March 15, 2002, the last trading day before the public announcement that we would not extend the April 18, 2002 outside date for completing the proposed merger, the closing price per share of our common stock was $4.15. On March 18, 2002, the first trading day after the public announcement that we would not extend the April 18, 2002 outside date for completing the proposed merger, the closing price per share of our common stock was $2.99. On May 30, 2002, the last full trading day before the announcement of the Offer, the last reported sales price of the shares was $3.25. WE URGE SHAREHOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 7. SOURCE AND AMOUNT OF FUNDS. Assuming we purchase all shares pursuant to this Offer at the offer price of $4.25 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the Offer, will be approximately $25.34 million. We will fund the Offer through our existing unrestricted cash and cash equivalents, which was approximately $80 million as of May 30, 2002. 13 8. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. The following is a general summary of the material U.S. federal income tax consequences to U.S. holders (as defined below) of the sale of shares pursuant to the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended, applicable Department of Treasury regulations, rulings, administrative pronouncements and judicial decisions, changes to which could affect the tax consequences described herein and could be made on a retroactive basis. This summary addresses only shares held as capital assets within the meaning of section 1221 of the Internal Revenue Code. This summary does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances. In addition, some shareholders, such as persons who acquired their shares through the exercise of options or warrants, insurance companies, tax-exempt persons, financial institutions, regulated investment companies, dealers or traders in securities or commodities, persons who hold shares as a position in a "straddle" or as part of a "hedge," "conversion transaction" or other integrated investment, persons who received shares as compensation or persons whose functional currency is other than the U.S. dollar, may be subject to different rules not discussed below. In addition, this summary does not address any state, local or foreign tax considerations that may be relevant to a shareholder's decision to tender shares pursuant to the Offer. For purposes of this summary a "U.S. holder" is a holder of shares who, for U.S. federal income tax purposes is: - a citizen or resident of the United States; - a corporation, partnership, or other entity created or organized in the U.S. or under the law of the United States or any State thereof; - an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or - a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust. EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL CONSEQUENCES OF PARTICIPATING IN THE OFFER, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION. TAX CONSEQUENCES OF THE OFFER--DISTRIBUTION VS. SALE TREATMENT. Our purchase of shares from a U.S. holder pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. Any such purchase will be treated by the U.S. holder either as a sale of the shares or as a distribution by us. The purchase will be treated as a sale if the U.S. holder meets any of the three tests discussed below. It will be treated as a distribution if the U.S. holder satisfies none of the three tests discussed below. We cannot predict whether there will be sale or distribution treatment. Given AIP's intention to tender all of its shares, the Offer is virtually certain to be oversubscribed. Therefore, the proration of tenders pursuant to the Offer will cause us to accept from each shareholder fewer shares than are tendered by the shareholder. Consequently, we can give no assurance that a sufficient number of any individual shareholder's shares will be purchased pursuant to the Offer to ensure that this purchase will be treated as a sale or exchange, rather than as a distribution, for U.S. federal income tax purposes pursuant to the rules discussed below. If the purchase of shares from a particular U.S. holder is treated as a sale, the shareholder will recognize capital gain or loss on the exchange in an amount equal to the difference between the amount of cash received by the shareholder and the shareholder's tax basis in the shares sold. This capital gain or loss will be long-term capital gain or loss if the U.S. holder held the shares for more than one year as of the date of our purchase pursuant to the Offer. Certain limitations apply to the 14 deductibility of capital losses by U.S. holders. A U.S. holder must calculate gain or loss separately for each block of shares that he or she owns. A U.S. holder may be able to designate which blocks and the order of such blocks of shares to be tendered pursuant to the Offer. If the purchase of shares from a particular U.S. holder is treated as a distribution by us, the full amount of cash received by the shareholder for the shares (without being offset by its tax basis in the purchased shares) will be treated as a dividend and taxed to the shareholder as ordinary income, but only to the extent that we have current and accumulated earnings and profits. We believe that we did not have accumulated earnings and profits as of December 31, 2001. We currently expect that we will have current earnings and profits for 2002, but that the amount of such current earnings and profits will be substantially less than the aggregate amount that we will be paying for tendered shares. We can give no assurance, however, that this is the case. To the extent that payments made by us exceed our current and accumulated earnings and profits, a tendering U.S. holder will receive its share of such excess tax-free to the extent of the shareholder's tax basis in all of its shares, the shareholder's tax basis in all of its shares will be reduced (but not below zero) by its share of such excess, and any remainder will be treated as capital gain. To the extent that a tendering U.S. holder's tax basis in all of its shares exceeds the amount of cash received by the shareholder, such excess will become the shareholder's tax basis in any shares retained by the shareholder. DETERMINATION OF SALE OR DISTRIBUTION TREATMENT. Our purchase of shares pursuant to the Offer will be treated as a sale of the shares by a U.S. holder if: - as a result of the purchase, there is a "complete redemption" of the shareholder's equity interest in Hawaiian; - as a result of the purchase, there is a "substantially disproportionate" reduction in the shareholder's equity interest in Hawaiian; or - the receipt of cash by the shareholder is "not essentially equivalent to a dividend." If none of these tests is met with respect to a particular U.S. holder, then our purchase of shares pursuant to the Offer will be treated as a distribution. In applying the foregoing tests, the constructive ownership rules of section 318 of the Internal Revenue Code apply. Thus, a U.S. holder is treated as owning not only shares actually owned by such shareholder but also shares actually (and in some cases constructively) owned by certain related entities and individuals. Pursuant to the constructive ownership rules, a shareholder will be considered to own shares owned, directly or indirectly, by certain members of the shareholder's family and certain entities (such as corporations, partnerships, trusts and estates) in which the shareholder has an equity interest, as well as shares which the shareholder has an option to purchase. In addition, if a U.S. holder sells shares to persons other than us at or about the time the shareholder also sells shares pursuant to the Offer, and the various sales effected by the shareholder are part of an overall plan to reduce or terminate such shareholder's proportionate interest in Hawaiian, then the sales to persons other than us may, for federal income tax purposes, be integrated with the shareholder's exchange of shares pursuant to the Offer and, if integrated, should be taken into account in determining whether the shareholder satisfies any of the foregoing tests. COMPLETE REDEMPTION. A sale of shares pursuant to the Offer will result in a "complete redemption" of a U.S. holder's equity interest in Hawaiian, if, immediately after the sale, the shareholder owns, actually and constructively, no shares. In applying the "complete redemption" test, certain U.S. holders may be able to waive the application of constructive ownership through the family attribution rules, provided that these shareholders comply with the provisions of section 302(c) of the Internal Revenue Code and applicable Department of Treasury regulations. If a U.S. holder desires to file such a waiver, the shareholder should consult his or her own tax advisor. 15 SUBSTANTIALLY DISPROPORTIONATE. A sale of shares pursuant to the Offer, in general, will be "substantially disproportionate" as to a U.S. holder if, immediately after the sale, the percentage of the outstanding voting shares of Hawaiian that the shareholder then actually and constructively owns is less than 80% of the percentage of the outstanding voting shares of Hawaiian that the shareholder actually and constructively owned immediately before its sale of shares. In addition, the shareholder's actual and constructive ownership of our common stock, including both voting and nonvoting stock, must also meet the 80% requirement of the preceding sentence (on an aggregate basis and by reference to fair market value). NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND. A sale of shares pursuant to the Offer will be treated as "not essentially equivalent to a dividend" if it results in a "meaningful reduction" in the selling U.S. holder's proportionate interest in Hawaiian. The IRS has indicated in published rulings that any reduction in the percentage stock ownership of a shareholder whose relative stock ownership in a publicly held corporation is minimal (an interest of 1% or less should satisfy this requirement) and who exercises no control over corporate affairs should constitute a "meaningful reduction." A U.S. holder who intends to qualify for sale treatment by demonstrating that the proceeds received from us are "not essentially equivalent to a dividend" is strongly urged to consult his or her tax advisor because this test will be met only if the reduction in his or her proportionate interest in Hawaiian is "meaningful" given his or her particular facts and circumstances in the context of the Offer. CONSEQUENCES TO SHAREHOLDERS WHO DO NOT SELL SHARES PURSUANT TO THE OFFER. Shareholders who do not sell shares pursuant to the Offer will not incur any U.S. federal income tax liability as a result of the consummation of the Offer. TAX CONSIDERATIONS FOR HOLDERS OF OPTIONS. A U.S. holder of a stock option who exercises the option in order to tender the shares that the option holder receives pursuant to the exercise (such shares being hereinafter referred to as "option shares") will be treated as receiving compensation income equal to the excess of the fair market value of each option share on the date of exercise over the exercise price per option share of the relevant option. This income will be taxed to the option holder at ordinary income rates and will be subject to withholding for income and employment taxes. The option holder's tax basis in the option shares is the fair market value of these option shares on the date of exercise. In addition to recognizing the compensation income described above, an option holder who sells option shares pursuant to the Offer will be treated, under the rules described above in this "Section 8. Certain U.S. Federal Income Tax Consequences," as either selling the option shares or receiving a distribution from us. IF AN OPTION HOLDER INTENDS TO EXERCISE A STOCK OPTION IN CONNECTION WITH THE OFFER, THE OPTION HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR. BACKUP FEDERAL INCOME TAX WITHHOLDING. Payments in connection with the Offer may be subject to "backup withholding" at a 30% rate. Under the U.S. federal income tax backup withholding rules, a shareholder may be subject to backup withholding at the rate of 30% with respect to a payment of cash pursuant to the Offer unless the shareholder: - is a corporation or comes within certain other exempt categories (including financial institutions, tax-exempt organizations and non-U.S. shareholders) and, when required, demonstrates this fact; or - provides a correct TIN and certifies, under penalties of perjury, that he or she is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder that does not provide the Depositary with a correct TIN may also be subject to penalties imposed by the IRS. 16 To prevent backup withholding and possible penalties, each shareholder should complete and sign the substitute IRS Form W-9 included in the Letter of Transmittal. In order to qualify for an exemption from backup withholding, a non-U.S. holder must submit a properly executed IRS Form W-8 to the Depositary. Any amount paid as backup withholding may be credited against the shareholder's U.S. federal income tax liability. ALL SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF EXCHANGING SHARES FOR CASH PURSUANT TO THE OFFER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. 9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. In March 2000, our board of directors approved a stock repurchase program authorizing the purchase of up to 5 million shares of our common stock from time to time. In August 2000, the board of directors increased the authorization to 10 million shares. In total, we purchased 7,384,170 shares during this stock repurchase program. We halted share purchases under this program when we began negotiating the proposed merger with Aloha and TurnWorks. Under the terms of the merger agreement that we entered into with Aloha and TurnWorks on December 19, 2001, we were prohibited from making further share purchases without their consent. Soon after we announced on March 16, 2002 that we had determined not to extend the April 18, 2002 outside date agreed to by the parties in the merger agreement, we also announced that in March 2002, our board of directors approved a stock repurchase program of up to 5 million shares of our common stock from time to time in the open market or privately negotiated transactions, to be available in the event that the merger agreement was formally terminated. On April 18, 2002, we exercised our right to terminate the merger agreement. Subsequently on April 19th, we began purchasing shares under the March 2002 stock repurchase program. Under this program, we purchased approximately 990,700 shares in open market transactions through May 7, 2002. The following table sets forth our purchase transactions under the March 2002 repurchase program, identifying the amount of shares purchased and the price paid per share on each date on which we purchased shares.
DATE OF PURCHASE SHARES PURCHASED PRICE PER SHARE - ---------------- ---------------- --------------- 04/19/02 104,000 2.8994 04/22/02 108,500 3.0384 04/23/02 28,700 3.0188 04/24/02 10,800 3.0804 04/25/02 261,300 3.1471 04/26/02 101,300 3.2400 04/29/02 79,500 3.0792 04/30/02 17,400 3.2034 05/01/02 33,100 3.2079 05/02/02 217,400 3.2500 05/06/02 9,000 3.0411 05/07/02 19,700 3.0564
We currently intend to purchase at least 5,880,000 shares of our common stock in this Offer, representing approximately 17.46% of our outstanding common stock as of May 30, 2002. As of May 30, 2002, our unrestricted cash and cash equivalents was approximately $80 million, which we believe is more than enough to fund the purchase of all shares in the Offer and still provide sufficient working capital for our operations for the foreseeable future. Our board of directors believes that Hawaiian's financial condition and outlook and current market conditions, including recent trading prices of our common stock, make this an attractive time to 17 purchase a portion of our outstanding shares. In the view of our board of directors, the Offer is a prudent use of Hawaiian's financial resources. This Offer allows shareholders an opportunity to: - realize in cash subject to proration at least a portion of their investment in Hawaiian by providing liquidity in an otherwise thinly traded public market for our common stock; - sell a portion of their shares while retaining a continuing equity interest in Hawaiian; and - sell shares for cash without the usual transaction costs associated with open market sales. Our purchase of shares pursuant to the Offer will reduce the number of shares of our common stock that might otherwise trade publicly. Average daily trading volume over the past six months in our common stock (including our purchases under our March 2002 repurchase program) has been approximately 84,000 shares. It is possible that, depending on the number of shares purchased from shareholders other than AIP, market activity in our common stock after the Offer will be even less than it has been in recent times. Based on the published guidelines of the AMEX and the PCX, we believe that our purchase of shares pursuant to the Offer will not cause the remaining shares to cease to be listed on the AMEX or the PCX. The shares are registered under the Securities Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and to the SEC. We believe that our purchase of shares pursuant to the Offer will not result in the shares ceasing to be subject to the periodic reporting requirements of the Securities Exchange Act. The shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the shares. Following the repurchase of shares pursuant to the Offer, the remaining shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. Shareholders who determine not to accept the Offer will realize a proportionate increase in their relative ownership interest in Hawaiian, and thus in our future earnings, losses and assets, subject to our right to issue additional shares and other equity securities in the future. Shareholders may be able to sell non-tendered shares in the future at a net price higher than the purchase price in the Offer. We can give no assurance, however, as to the price or prices at which a shareholder may be able to sell his or her shares in the future, which may be higher or lower than the purchase price paid by us in the Offer. OUR BOARD OF DIRECTORS HAS AUTHORIZED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES, AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT WITH THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISION WHETHER TO TENDER AND, IF SO, HOW MANY SHARES TO TENDER. 10. CERTAIN INFORMATION CONCERNING HAWAIIAN. Our common stock trades on the AMEX and the PCX under the symbol "HA." Our principal offices are located at 3375 Koapaka Street, Suite G-350, Honolulu, Hawaii 96819 and our telephone number is (808) 835-3700 and our facsimile number is (808) 835-3690. WHERE YOU CAN FIND MORE INFORMATION. We have filed a Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the Offer. In addition, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and 18 copy any of the information on file with the SEC at the SEC's Public Reference Room, located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from commercial document retrieval services, some of our SEC filings are available on the SEC's web site located at http://www.sec.gov/ and some of our filings are available on our web site at http://www.HawaiianAir.com/. Our common stock is listed on the AMEX and the PCX. Reports and other information concerning Hawaiian may be inspected at the offices of the AMEX, 86 Trinity Place, 8th Floor, New York, New York 10006. DOCUMENTS INCORPORATED BY REFERENCE. The SEC allows us to "incorporate by reference" information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Offer to Purchase, except for any information superseded by information in this Offer to Purchase or in any document subsequently filed with the SEC which is also incorporated by reference. This Offer to Purchase incorporates by reference the documents set forth below, including the exhibits that these documents specifically incorporate by reference, that we have previously filed with the SEC. These documents contain important information about us and our financial performance. - Annual Report on Form 10-K for the year ended December 31, 2001 (as filed on April 1, 2002); - Annual Report on Form 10-K/A for the year ended December 31, 2001 (as filed on April 30, 2002); - Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 (as filed on May 15, 2002); - Current Reports on Form 8-K filed on April 1, 2002, May 3, 2002 and May 20 2002; and - All reports and definitive proxy or information statements that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of this Offer to Purchase and before the expiration date. You can obtain any of these documents from us or from the SEC's public reference facility or web site at the addresses described above. These documents are available from us without charge, excluding any exhibits to those documents. You can obtain any of these documents by requesting them in writing or by telephone from us at 3375 Koapaka Street, Suite G-350, Honolulu, Hawaii 96819, telephone: (808) 835-3700. Please be sure to include your complete name and address in your request. If you request any documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. 11. INTERESTS OF DIRECTORS AND OFFICERS AND PRINCIPAL SHAREHOLDER. As of May 30, 2002, there were 33,674,143 shares issued and outstanding. As of May 30, 2002, there were outstanding options to acquire 3,018,000 shares of our common stock, of which 2,223,000 were subject to currently exercisable options, and there were up to 652,436 shares of our common stock eligible to be issued to our pilots under our Pilots' 401(k) Plan in accordance with the Pilots' Stock Agreement. The 5,880,000 shares that we are offering to purchase in the Offer represent approximately 17.46% of the shares outstanding as of May 30, 2002 (excluding the shares subject to outstanding options and shares issuable to our pilots). The following table provides information as of May 30, 2002 about the beneficial ownership of common stock by each of our directors and executive officers. To the 19 best of our knowledge, each such person has sole voting and investment power over the shares shown in this table, except as otherwise indicated.
NUMBER OF SHARES OF NAME AND ADDRESS OF COMMON STOCK PERCENT AND CLASS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) STOCK OWNED COMMON - ------------------------------------ --------------------- ------------------------------------ Airline Investors Partnership, 18,181,818(3) 53.99% of common stock L.P............................... AIP General Partner, Inc. 885 Third Avenue, 34th Floor New York, NY 10022 John W. Adams....................... 18,462,643(3) 54.42% of common stock Todd G. Cole........................ 30,000(4) Common stock* Robert G. Coo....................... 30,765(4) Common stock* Joseph P. Hoar...................... 24,000(4) Common stock* Reno F. Morella..................... 8,887(5)(6) Common stock* Samson Poomaihealani................ 24,000(4) Common stock* Edward Z. Safady.................... 42,000(4) Common stock* Sharon L. Soper..................... 1,165(6) Common stock* Thomas J. Trzanowski................ 25,000(4)(7) Common stock* William M. Weisfield................ 1,000 Common stock* Christine R. Deister................ 50,000(8) Common stock* John B. Happ........................ 175,000(9) Common stock* All directors, nominees and 19,202,850 54.54% of common stock executive officers as a group including those named above (21 persons)..........................
- ------------------------ * Less than 1% (1) The address of each of the directors and executive officers listed above is c/o Hawaiian Airlines, Inc., 3375 Koapaka Street, Suite G350, Honolulu, Hawaii 96819. (2) Each executive officer and director has sole voting and investment power with respect to the shares listed after his or her name except for shares issued to the 401(k) Savings Plans or as otherwise indicated in the footnotes that follow. Shares of our common stock allocated to participants' accounts in the 401(k) Savings Plans are voted on matters presented at shareholders meetings by the Vanguard Group, Inc. as trustee for each of the respective 401(k) Savings Plans, pursuant to the terms of the 401(k) Savings Plans. (3) According to an amendment to their Schedule 13D filing with the SEC on May 7, 2002, Airline Investors Partnership, L.P., AIP General Partner, Inc. and John W. Adams exercise sole voting and dispositive power over 18,181,818 shares of our common stock and all four shares of our Series B special preferred stock. Mr. Adams exercises sole voting and dispositive power over an additional 280,825 shares of our common stock, which includes options to purchase 250,000 shares of our common stock. Mr. Adams is the sole shareholder of AIP General Partner, Inc. and AIP General Partner, Inc. is the general partner of AIP. (4) Includes options to purchase 24,000 shares of our common stock, all of which have vested. (5) Includes 6,411 shares issued to Mr. Morella's account in the Pilots' 401(k) Plan. (6) Includes an investment in the 401(k) Savings Plans using a unit value accounting method, similar to a mutual fund. To determine the equivalent number of whole shares represented by the fund 20 units, the market value of the shareholder's balance in the 401(k) Savings Plans was divided by the share price of our common stock. (7) Includes 1,000 shares of our common stock beneficially owned by Mr. Trzanowski's wife. Mr. Trzanowski disclaims beneficial ownership of the shares owned by his wife. (8) Consists of options to purchase 50,000 shares of our common stock which have vested or will vest within 60 days of the record date but not options to purchase an additional 150,000 shares that will not vest within 60 days after the record date. (9) Consists of options to purchase 175,000 shares of our common stock which have vested or will vest within 60 days of the record date but not options to purchase an additional 75,000 shares that will not vest within 60 days after the record date. Our directors and executive officers may participate in the Offer on the same basis as our other shareholders. As of May 30, 2002, the following directors and officers have advised us that they do not intend to participate in the Offer. Todd G. Cole, a member of our board of directors, who owns 6,000 shares of our common stock, has advised us that he does not intend to tender any of these shares in the Offer. H. Norman Davies, Jr., our executive vice president-operations, who owns 2,000 shares of our common stock, has advised us that he does not intend to tender any of these shares in the Offer. Rolland F. Lawrence, Blaine J. Miyasato and Glenn G. Taniguchi, each of whom is an executive officer, who have 5,484,723 and 1,115 shares allocable to their accounts in the 401(k) Savings Plans, respectively, have advised us that they do not intend to inform or direct the trustee to tender in the Offer any of these shares allocable to their accounts in the 401(k) Savings Plans. As of May 30, 2002, the following directors and officers have advised us that they intend to participate in the Offer. John W. Adams, our chairman, chief executive officer and president, who individually owns 30,825 shares of our common stock, has advised us that she intends to tender all of these shares in the Offer. Reno F. Morella, a member of our board of directors, who owns 2,476 shares of our common stock and has 8,646 shares allocable to his account in the Pilots' 401(k) Plan, has advised us that she intends to tender all of the shares that he owns in the Offer and to inform the trustee, pursuant to the terms of the Pilots' 401(k) Plan, that he would tender in the Offer 2,524 of the shares allocable to his account in the Pilots' 401(k) Plan. Sharon L. Soper, a member of our board of directors, who has 1,165 shares allocable to her account in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants (the "Flight Attendants' 401(k) Plan"), has advised us that she intends to direct the trustee, pursuant to the terms of the Flight Attendants' 401(k) Plan, to tender in the Offer all of the 1,165 shares allocable to her account in the Flight Attendants' 401(k) Plan. Robert G. Coo and Edward Z. Safady, members of our board of directors, who own 6,765 and 18,000 shares of our common stock, respectively, have advised us that they intend to tender all of their respective shares in the Offer. Lyn F. Anzai, our vice president, corporate secretary and general counsel, who owns 7,000 shares of our common stock, has advised us that she intends to tender all of these shares in the Offer. In total, our directors and officers collectively intend to tender in the Offer 68,755 shares of our common stock that they own or that are allocable to their accounts in the 401(k) Savings Plans. As of May 30, 2002, the remaining directors and executive officers have yet to determine whether they will participate in the Offer. AIP, our majority shareholder, which beneficially owns 18,181,818 shares, intends to tender all of the shares that it owns in the Offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%. John W. Adams, the chairman of our board of directors and our chief executive officer and president, is an affiliate of AIP. Except as disclosed in this Offer to Purchase (including the transactions under our March 2002 repurchase program described in "Section 9. Purpose of the Offer; Certain Effects of the Offer"), based upon our records and upon information provided to us by our directors and executive officers, 21 neither we nor, to the best of our knowledge, any of our directors or officers, nor any of their associates of any of the foregoing, has effected any transactions in the shares during the 60 days prior to the date of the Offer. 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES. REGISTRATION RIGHTS AGREEMENT We entered into a registration rights agreement, dated as of January 31, 1996, with AIP, which provides AIP the right to require us to register with the SEC, upon specified terms and conditions the offer for resale of all or any portion of the shares of common stock held by AIP, which are referred to as "registrable securities." A registration on request may be made by means of a continuous offering pursuant to Rule 415 under the Securities Act or by means of an underwritten offering. If, prior to February 1, 2006, we seek to register any of our shares of common stock on any form other than Forms S-4 or S-8 (or successor forms), whether or not for sale or our own account, AIP has the right to request that we include any or all of their registrable securities in the registration. We must provide each holder written notice prior to filing a registration statement. The notice must advise AIP of its right to have any or all of their registrable securities included in the registration. We will pay all expenses incident to any registrations effected under the registration rights agreement. We will agree to indemnify the selling holders and any underwriters and their affiliates for specified liabilities, including under the federal securities laws, arising out of or based upon any untrue or alleged untrue statement or omission or alleged omission of any material fact or omission or alleged omission of anything necessary to make the statements not misleading contained in any registration statement, preliminary prospectus, final prospectus, summary prospectus, or any amendment or supplement thereto. This indemnification provision does not apply to liabilities due to untrue or alleged untrue statements or omissions or alleged omissions or misstatement made in reliance upon or in conformity with written information furnished to us by or on behalf of the selling holders or underwriter specifically for use in the registration statement or prospectus, or due to the failure by the seller to deliver a prospectus or prospectus supplement where the seller has an obligation to do so under the Securities Act or the related SEC rules. Likewise, each selling holder, as a condition to including any registrable securities in any registration statement, must provide an undertaking reasonably satisfactory to us to indemnify us and our underwriters and affiliates relating to written information furnished to us by the seller specifically for use in the registration statement or prospectus. The liability of an indemnifying seller is limited to the amount of proceeds received by the seller in the offering giving rise to the liability. We will take all actions reasonably necessary to enable holders of registrable securities to sell without registration under SEC Rule 144 or Rule 144A or any similar rule or regulation adopted by the SEC in the future. Upon request by a holder of registrable securities, we will deliver a written statement regarding its compliance with this requirement. STOCKHOLDERS AGREEMENT We entered into a stockholders agreement, dated as of June 1996, with AIP, the Air Line Pilots Association, Hawaiian Master Executive Council ("ALPA"), the Association of Flight Attendants ("AFA"), and the International Association of Machinists ("IAM"), to facilitate and protect specified governance rights of the shareholder parties. AIP is required to take all necessary action, including voting its shares of our capital stock, in order to ensure that our board of directors, except as otherwise provided in our certificate of 22 incorporation and by-laws, has one director nominated by each of the three union parties so long as the collective bargaining agreement by the specified union party and us entitles this union to nominate a director. AIP is required to vote its shares and take all other necessary actions to vote against any amendment to any charter documents that would be inconsistent with or alter the rights of the union parties. Further, AIP is required to not take any other actions inconsistent with the governance provisions of our charter documents that would adversely affect the union parties. These provisions include the number and qualifications of directors, special meetings of the board of directors, removal of directors and filling vacancies and amendments. In addition, if there is any change in AIP's right to nominate, designate, remove, or replace directors, then at the request of the union parties, AIP must take all necessary actions permitted by law to implement comparable changes for the union parties. The stockholders agreement will terminate when AIP no longer has any rights to designate directors pursuant to our charter documents. This will occur if AIP is the holder of record of less than 5% of the outstanding common equity interest of the Company. PILOTS' 401(K) PLAN AND PILOTS' STOCK AGREEMENT As part of the collective bargaining agreement negotiated with ALPA in December 2000, we entered into a Stock Allocation Agreement, dated May 2001, with our pilots represented by ALPA (the "Pilots' Stock Agreement"). Under the Pilots' Stock Agreement, we were obligated to provide 1,685,380 shares of our common stock to our pilots represented by ALPA. We agreed to provide those shares as quarterly contributions to the Hawaiian Airlines, Inc. Pilots' 401(k) Plan ("Pilots' 401(k) Plan"), beginning on March 31, 2001 and ending on December 31, 2002. The Pilots' Stock Agreement describes the allocation of the stock contributions among the individual pilots' accounts in the Pilots' 401(k) Plan. Also, in general, we will distribute any stock contributions that we are unable to make to the Pilots' 401(k) Plan because of Internal Revenue Code limitations on employer contributions directly to the affected pilot. As of May 30, 2002, we have contributed 1,032,944 shares to the Pilots' 401(k) Plan pursuant to the Pilots' Stock Agreement and we expect to contribute the remaining 652,436 shares to the Pilots' 401(k) Plan over the last three quarters of 2002. Under the Pilots' Stock Agreement, ALPA has the right to request us to accelerate our obligation to contribute shares to the Pilots' 401(k) Plan as a result of the Offer. If ALPA timely exercises its right to request us to accelerate our obligations under the Pilots' Stock Agreement, we will contribute the remaining 652,436 shares prior to the expiration of the Offer. See "Section 2. Procedures for Tendering Shares" for instructions on how to advise the trustee under the Pilots' 401(k) Plan to tender shares allocable to your account if you decide to tender those shares into the Offer. OTHER TRANSACTIONS AND ARRANGEMENTS Except for outstanding options to purchase shares granted to certain of our employees (including executive officers), and except as otherwise described herein, neither we nor, to the best of our knowledge, any of our affiliates, directors or officers or any of the officers or directors of our affiliates, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or other option arrangements, puts or calls, guaranties of loan, guaranties against loss or the giving or withholding of any proxies, consents or authorizations). 23 13. FUTURE PLANS OF HAWAIIAN. Although we have no other immediate plans to acquire additional shares of our common stock, we may in the future purchase additional shares in the open market, in private transactions, through additional tender offers or otherwise, subject to the approval of our board of directors. Future purchases may be on the same terms or on terms which are more or less favorable to shareholders than the terms of the Offer. Rule 13e-4 of the Securities Exchange Act prohibits us and our affiliates from purchasing any shares, other than pursuant to the Offer, until at least 10 business days after the Offer expires. Any future purchases by us will depend on many factors, including: - the market price of the shares; - the results of this Offer; - our business and financial position; and - general economic and market conditions. Shares that we acquire in the Offer will be restored to the status of authorized but unissued shares and will be available for us to issue without further shareholder action (except as required by applicable law or rules or stock exchange regulations) for all purposes, including, but not limited to, the acquisition of other businesses, the raising of additional capital for use in our business and the satisfaction of obligations under existing or future employee benefit plans. We have no current plans for the issuance of shares we purchase pursuant to the Offer. On May 2, 2002, we announced a proposal to reorganize our company into a holding company structure whereby we would become the sole operating subsidiary of a new Delaware company called Hawaiian Holdings, Inc. and our existing shareholders would become shareholders of this new Delaware holding company. On May 3, 2002, Hawaiian Holdings filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus that contains additional information about this proposal. WE URGE SHAREHOLDERS TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY HAWAIIAN AND HAWAIIAN HOLDINGS, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. See "Section 10. Certain Information Concerning Hawaiian" for information about where you can obtain these documents. The reorganization proposal involves the merger of Hawaiian with another Hawaii corporation that is a wholly owned subsidiary of Hawaiian Holdings, Inc., a Delaware corporation. Upon completion of the reorganization, our company will remain a Hawaii corporation, and our current business, operations and management will remain the same. In the reorganization, the existing shares of our stock will be converted automatically into shares of Hawaiian Holdings stock. Our shareholders will own the same number of shares of Hawaiian Holdings common stock as they own of our common stock at the time of the reorganization, and their shares will represent the same ownership percentage of Hawaiian Holdings as they then have of Hawaiian. In addition, the reorganization will generally be tax-free for our shareholders. We expect the shares of Hawaiian Holdings common stock to trade under the ticker symbol "HA" on the AMEX and the PCX. The reorganization is subject to approval by our shareholders and is expected to be submitted to our shareholders at the 2002 annual meeting of shareholders, as well as to other specified conditions, including various regulatory and third party consents and review. Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in: - any extraordinary transaction, such as a merger, reorganization or liquidation, involving Hawaiian, which is material to Hawaiian; 24 - any purchase, sale or transfer of a material amount of assets of Hawaiian; - any other material change in our corporate structure or business; - any class of equity securities of Hawaiian becoming eligible for termination of registration under Section 12(g)(4)of the Securities Exchange Act; - the suspension of Hawaiian's obligation to file reports under Section 15(d) of the Securities Exchange Act; - the acquisition by any person of additional securities of Hawaiian (other than through the exercise of stock options under our stock option plans and through the issuance of shares to employees under the Pilots' 401(k) Plan over the term period specified in the plan), or the disposition of securities of Hawaiian; or - any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of Hawaiian. 14. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. To the best of our knowledge, there is no license or regulatory permit that appears to be material to our business and that might be adversely affected by our acquisition of shares pursuant to the Offer, or any approval or other action by any governmental, administrative or regulatory agency or authority, domestic or foreign, that would be required for the acquisition or ownership of shares pursuant to the Offer. Should any such approval or other action be required, it is presently contemplated that such approval or action would be sought. While we do not currently intend to delay acceptance for payment of shares tendered pursuant to the Offer pending the outcome of any matters, we cannot guarantee that any such approval or other action, if required, would be obtained without substantial conditions or that adverse consequences would not result to our business or that certain parts of our business would not have to be disposed of in the event that such approval were not obtained or such other actions were not taken or in order to obtain any such approval or other action. Although we are authorized by Hawaii law to purchase or redeem our own shares of capital stock, we may not do so if, after giving effect to the Offer, (i) our total assets would be greater than the sum of our total liabilities plus the amount that would be needed, if any, if we were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution; or (ii) we would be able to pay our debts as they became due in the usual course of business. Based on our audited financial statements for the fiscal year ended December 31, 2001 and our unaudited financial statements for the fiscal quarter ended March 31, 2002 that were prepared in accordance with generally accepted accounting principles, and our familiarity with our business and operations and our management, our board of directors has determined that after giving effect to the Offer (i) our total assets would be greater than the sum of our total liabilities plus the amount that would be needed if any if we were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution and (ii) we would be able to pay our debts as they become due in the usual course of our business. 15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS. We expressly reserve the right, in our sole discretion and at any time or from time to time, to extend the period of time during which the Offer is open by making a public announcement of the extension. We cannot guarantee, however, that we will exercise our right to extend the Offer. During any extension, all shares previously tendered will remain subject to the Offer, except to the extent that 25 shares may be withdrawn as described in "Section 3. Withdrawal Rights." We also expressly reserve the right, in our sole discretion: - to terminate the Offer and not accept for payment any shares not previously accepted for payment or, subject to Rule 13e-4(f)(5) under the Securities Exchange Act (which requires us either to pay the consideration offered or to return the shares tendered promptly after the termination or withdrawal of the Offer), to postpone payment for shares upon the occurrence of any of the conditions specified in "Section 5. Certain Conditions to the Offer," by making a public announcement of the termination; and - at any time, or from time to time, regardless of the existence of any of the conditions specified in "Section 5. Certain Conditions to the Offer," to amend the Offer in any respect. Amendments to the Offer may be effected by public announcement. Without limiting the manner in which we may choose to make a public announcement of any extension, termination or amendment, we will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any public announcement of these events, other than by making a release to the Dow Jones news service, except in the case of an announcement of an extension of the Offer, in which case we will have no obligation to publish, advertise or otherwise communicate this announcement other than by issuing a notice of this extension by press release or other public announcement, which will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Material changes to information previously provided to holders of the shares in this Offer or in documents furnished subsequently will be disseminated to holders of shares in compliance with Rule 13e-4(e)(3) under the Securities Exchange Act. If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Those rules require that the minimum period during which an Offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price, change in dealer's soliciting fee or change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. In a published release, the SEC has stated that in its view, an offer should remain open for a minimum of five business days from the date that notice of material change is first published, sent or given. If we: - increase or decrease the price to be paid for shares or adds a dealer's soliciting fee; - increase the number of shares being sought and any such increase exceeds 2% of the outstanding shares; - decrease the number of shares being sought; and the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given in the manner specified above, the Offer will be extended until the expiration of such ten business day period. 16. FEES AND EXPENSES. Except as set forth below, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the Offer. We have retained Mellon Investor Services LLC as the Depositary and the Information Agent in connection with the Offer. The Information Agent may contact holders of shares by mail, telephone, facsimile, telegraph and personal interview and may request custodians to forward materials relating to the Offer to beneficial owners. 26 As compensation for acting as the Depositary and the Information Agent in connection with the Offer, Mellon Investor Services LLC will receive reasonable and customary compensation for its services and will also be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Offer, including certain liabilities under the federal securities laws. We will reimburse custodians for customary handling and mailing expenses incurred by them in forwarding material to their customers. 17. MISCELLANEOUS. The Offer is being made to all holders of shares. We are not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of shares pursuant to the Offer, we will make a good faith effort to comply with any such state statute or seek to have such statute declared inapplicable to the Offer. If, after this good faith effort, Hawaiian cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON OUR BEHALF NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. We have filed with the SEC a Tender Offer Statement on Schedule TO, together with all exhibits, pursuant to Regulation M-A under the Securities Exchange Act, furnishing certain additional information with respect to the Offer. The Schedule TO and any amendments to it, including exhibits, may be inspected and copies may be obtained from the offices of the SEC in the manner set forth in "Section 10. Certain Information Concerning Hawaiian" (except that they will not be available at the regional offices of the SEC). May 31, 2002 Hawaiian Airlines, Inc. 27 Manually signed facsimile copies of the Letter of Transmittal will be accepted. Letters of Transmittal and certificates for shares should be sent or delivered by each shareholder or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC BY REGISTERED OR CERTIFIED BY OVERNIGHT COURIER: BY HAND: MAIL: P.O. Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ 07660 Mail Stop-Reorg 13th Floor Ridgefield Park, NJ 07660 New York, NY 10271 Attention: Reorganization Dept.
BY CONFIRMATION RECEIPT OF FACSIMILE BY FACSIMILE TRANSMISSION: TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY) (BY TELEPHONE ONLY) (201) 296-4293 (201) 296-4860
Any questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent or the Depositary. Shareholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer. THE INFORMATION AGENT FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC 44 Wall Street 7th Floor New York, NY 10005 Call Toll Free: (800) 549-9249 28 EX-99.A(1)(B) 4 a2081205zex-99_a1b.txt EXHIBIT 99(A)(1)(B) EXHIBIT (A)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF HAWAIIAN AIRLINES, INC. PURSUANT TO THE OFFER TO PURCHASE DATED MAY 31, 2002 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS THE OFFER IS EXTENDED. THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER: BY HAND P.O. Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ 07660 Mail Stop-Reorg 13th Floor Ridgefield Park, NJ 07660 New York, NY 10271 Attention: Reorganization Dept.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DESCRIPTION OF SHARES TENDERED NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED (IF BLANK, PLEASE FILL IN EXACTLY AS NAME(S) CERTIFICATES TENDERED(1) APPEAR(S) ON CERTIFICATES(S) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY.) TOTAL NUMBER NUMBER OF OF SHARES SHARES CERTIFICATE EVIDENCED BY TENDERED NUMBER(S) CERTIFICATE(S) (2) ------------------------------------------------
INDICATE IN THIS BOX THE ORDER (BY ------------------------------------------------
CERTIFICATE NUMBER) IN WHICH SHARES ARE TO BE PURCHASED IN THE EVENT OF ------------------------------------------------
PRORATION (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)(1)(3): ------------------------------------------------ 1ST: 2ND: Total Certificated Shares Tendered 3RD: Total Shares Tendered by Book-Entry (DRS) 4TH: Total Shares Tendered (1) Need not be completed if shares are delivered by book-entry transfer. (2) If you desire to tender fewer than all shares evidenced by any certificates listed, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. (3) If you do not designate an order, in the event that less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary. - --------------------------------------------------------------------------------------------------------------
This Letter of Transmittal is to be used only: - if you desire to effect the tender transaction yourself; - if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the shares of common stock of Hawaiian Airlines, Inc., par value $0.01 per share, are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee; or - by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered owner or on behalf of a registered owner. A properly completed and duly executed Letter of Transmittal (or a photocopy bearing original signature(s) and any required signature guarantees), any certificates representing shares tendered and any other documents required by this Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address printed above and must be received by the Depositary prior to 12:00 midnight, New York City time, on June 27, 2002, or such later time and date to which the Offer is extended. Shareholders whose stock certificates are not immediately available (or who cannot follow the procedure for book-entry transfer on a timely basis) or who cannot transmit this Letter of Transmittal and all other required documents to the Depositary before the expiration date (as defined in Section 1 of the Offer to Purchase) may nevertheless tender their shares according to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. See Instruction 2. DELIVERY OF THE LETTER OF TRANSMITTAL AND THE OTHER REQUIRED DOCUMENTS TO THE DEPOSITORY TRUST COMPANY ("DTC") DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SPECIAL TENDER INSTRUCTIONS / / Check here if tendered shares are being delivered by book-entry transfer made to an account maintained by the Depositary with DTC and complete the following: Name of Tendering Institution: DTC Participant Number: Transaction Code Number: IF YOUR CERTIFICATES WERE LOST, STOLEN, DESTROYED OR MUTILATED, FOLLOW INSTRUCTION 12. / / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of the Registered Holder: Window Ticket Number (if any): Date of Execution of Notice of Guaranteed Delivery: Name of Eligible Institution Which Guaranteed Delivery: DTC Participant Number (if delivered by book-entry transfer): Transaction Code Number (if delivered by book-entry transfer):
2 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to Hawaiian Airlines, Inc., a Hawaii corporation, the above-described shares, par value $0.01 per share, of Hawaiian, at a price of $4.25 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 31, 2002, receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the "Offer." Subject to and effective upon acceptance for payment of the shares tendered with this Letter of Transmittal in accordance with the terms of the Offer (including, if the Offer is extended or amended, the terms or conditions of any extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of Hawaiian all right, title and interest in and to all the shares tendered hereby, or orders the registration of such shares delivered by book-entry transfer, that are purchased pursuant to the Offer and hereby irrevocably constitutes and appoints the depositary for the Offer, Mellon Investor Services LLC (the "Depositary"), the true and lawful agent and attorney-in-fact of the undersigned with respect to such shares, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: - deliver certificates for such shares, or transfer ownership of such shares on the account books maintained by DTC, together, in any such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Hawaiian, upon receipt by the Depositary, as the undersigned's agent, of the purchase price with respect to such shares; - present certificates for such shares for cancellation and transfer of such shares on Hawaiian's books; and - receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that: - the undersigned "owns" the shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly tender, sell, assign and transfer the shares tendered hereby; - the tender of shares by the undersigned complies with Rule 14e-4; - when and to the extent Hawaiian accepts the shares for purchase, Hawaiian will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; - on request, the undersigned will execute and deliver any additional documents the Depositary or Hawaiian deems necessary or desirable to complete the assignment, transfer and purchase of the shares tendered hereby; and - the undersigned has read and agrees to all the terms of the Offer. The undersigned understands that all shares properly tendered and not properly withdrawn will be purchased at $4.25 per share (or such other price that may be set forth in an amendment to the Offer), net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer, including the proration provision of the Offer and that Hawaiian will return all other shares, including shares not purchased because of proration. The undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 2 of the Offer to Purchase and in these instructions will constitute a binding agreement between the undersigned and Hawaiian upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Hawaiian may terminate or amend the Offer or may not be required to accept for payment any of the shares tendered with this Letter of Transmittal or may accept for payment, PRO RATA with shares tendered by other shareholders, fewer than all the shares tendered with this Letter of Transmittal. All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the aggregate purchase price and/or return or issue the certificate(s) evidencing any shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the aggregate purchase price and/or the certificate(s) evidencing any shares not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the aggregate purchase price and/or issue or return the certificate(s) evidencing any shares not tendered or accepted for payment in the name(s) of, and deliver said check and/or certificate(s) to, the person or persons so indicated. In the case of book-entry delivery of shares, please credit the account maintained at DTC with any shares not accepted for payment. The undersigned recognizes that Hawaiian has no obligation pursuant to the "Special Payment Instructions" to transfer any shares from the name(s) of the registered holder(s) thereof if Hawaiian does not accept for payment any of the shares so tendered. 3 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY - -------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4 AND 8) To be completed ONLY if the check for the aggregate purchase price of shares purchased and/or certificates for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature. Mail / / check and/or / / certificate to: Name: ______________________________________________________________________ (PLEASE PRINT) Address: ___________________________________________________________________ (INCLUDE ZIP CODE) __________________________________________________________________________ __________________________________________________________________________ Taxpayer Identification Number (See Substitute Form W-9 Included Herein) - -------------------------------------------------------- - -------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 5, 6, 7 AND 8) To be completed ONLY if the check for the aggregate purchase price of shares purchased and/or certificates for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue any / / check and/or / / certificate to: Name: ______________________________________________________________________ (PLEASE PRINT) Address: ___________________________________________________________________ (INCLUDE ZIP CODE) __________________________________________________________________________ __________________________________________________________________________ Taxpayer Identification Number (See Substitute Form W-9 Included Herein) - ----------------------------------------------- 4 SIGN HERE AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 (SEE INSTRUCTIONS 1 AND 5) SIGNATURE(S) OF SHAREHOLDER(S) _______________________________________________ (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 5.) Name(s) ______________________________________________________________________ (Please Print) Capacity (full title) ________________________________________________________ Address ______________________________________________________________________ (Please Include Zip Code) Area Code and Telephone Number _______________________________________________ Taxpayer Identification Number _______________________________________________ (See Instruction 10) Dated ______________________, 2002 GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5) AUTHORIZED SIGNATURE _________________________________________________________ Name _________________________________________________________________________ (Please Print) Capacity (full title) ________________________________________________________ Name of Firm _________________________________________________________________ (Name of Eligible Institution Guaranteeing Signatures) Address ______________________________________________________________________ (Please Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated ______________________, 2002 5 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations, and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each such entity being hereinafter referred to as an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed by the registered owner of the shares (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of shares) tendered herewith and such owner has not completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" on this Letter of Transmittal or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if - certificates are to be forwarded with it to the Depositary; or - delivery of shares is to be made by book-entry transfer pursuant to the procedure specified in Section 2 of the Offer to Purchase. Certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary's account at DTC, together in each case with a properly completed and duly executed Letter of Transmittal (or a facsimile of one), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses printed on the front page of this Letter of Transmittal before the expiration date (as defined in the Offer to Purchase). Delivery of documents to DTC does not constitute delivery to the Depositary. Shareholders whose certificates are not immediately available (or who cannot follow the procedures for book-entry transfer on a timely basis) or who cannot transmit this Letter of Transmittal and all other required documents to reach the Depositary before the expiration date, may nevertheless tender their shares pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. Pursuant to such procedure: - such tender must be made by or through an Eligible Institution; - the Depositary must receive (by hand, mail or facsimile transmission), before the expiration date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form Hawaiian has provided with the Offer to Purchase; and - the certificates for all tendered shares in proper form for transfer (or confirmation of a book-entry transfer of all such shares into the Depositary's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or a facsimile of one) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three AMEX trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 2 of the Offer to Purchase. The method of delivery of all documents, including stock certificates, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Except as provided in the Offer to Purchase and this Letter of Transmittal, no alternative, conditional or contingent tenders will be accepted, and no fractional shares will be purchased. By executing this Letter of Transmittal (or a facsimile of one), each tendering shareholder waives any right to receive any notice of the acceptance of such shareholder's tender. 3. INADEQUATE SPACE. If the space provided in the box entitled "Description of Shares Tendered" is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders who deliver shares by book-entry transfer). If fewer than all the shares evidenced by any certificate delivered to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled "Number of Shares Tendered." If these shares are purchased, a new certificate for the remainder of the shares evidenced by the old certificate(s) will be sent to and in the name of the registered holder(s) (unless otherwise specified by such holder(s) having completed either of the boxes entitled "Special Delivery Instructions" or "Special Payment Instructions" on this Letter of Transmittal) as soon as practicable following the expiration or termination of the Offer. All shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS; AND ENDORSEMENTS. - If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered with this Letter of Transmittal, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates without any change whatsoever; - If any of the shares tendered with this Letter of Transmittal are registered in the names of two or more joint owners, each such owner must sign this Letter of Transmittal; - If any of the shares tendered with this Letter of Transmittal are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates; - If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered with this Letter of Transmittal, no endorsements of certificates or separate stock powers are required unless payment is to be made and/or certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares tendered with this Letter of Transmittal, however, the certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the 6 registered holder(s) appear on the certificates for such shares. Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1; and - If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and proper evidence satisfactory to Hawaiian of the authority of such person so to act must be submitted. 6. STOCK TRANSFER TAXES. Hawaiian will pay any stock transfer taxes with respect to the transfer and sale of shares to it or its order pursuant to the Offer. If, however, payment of the aggregate purchase price is to be made to, or certificates for shares not tendered or accepted for purchase are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the aggregate purchase price unless satisfactory evidence of payment of such taxes or exemption therefrom is submitted. 7. IRREGULARITIES. All questions as to the number of shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Hawaiian, in its sole discretion, which determination shall be final and binding on all parties. Hawaiian reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of Hawaiian's counsel, be unlawful. Hawaiian also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular shares. Hawaiian's interpretation of the terms and conditions of the Offer (including these instructions) shall be final and binding on all parties. No tender of shares will be deemed properly made until all defects or irregularities have been cured or waived. None of Hawaiian, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice. 8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the aggregate purchase price of any shares purchased is to be issued to, or any shares not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Letter of Transmittal or if the check or any certificates for shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown in the box entitled "Descriptions of Shares Tendered," the boxes entitled "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. 9. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at its addresses or telephone number printed below. 10. SUBSTITUTE FORM W-9. Except as provided above under "Important Tax Information," each tendering shareholder is required to provide the Depositary with a correct TIN on substitute Form W-9 which is provided under "Important Tax Information" above. Failure to provide the information on the form may subject the tendering shareholder to a $50 penalty and a 30% federal back-up withholding tax may be imposed on the payments made to the shareholder or other payee with respect to shares purchased pursuant to the Offer. 11. NON-U.S. SHAREHOLDER WITHHOLDING. Non-U.S. shareholders should note that the 30% U.S. withholding tax generally applicable to distributions should not apply to the proceeds payable pursuant to the Offer. (However, as indicated above under "Important Tax Information," federal backup withholding tax may be applicable). 12. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any certificate(s) representing part or all of your shares has been lost, stolen, mutilated or destroyed, you should promptly contact Mellon Investor Services LLC, in its capacity as transfer agent for the share certificate(s). A bond may be required to be posted by you to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the transfer agent immediately in order to receive an affidavit of loss, to determine as to whether you will need to post a bond, and to permit the timely processing of these documents. 13. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 8 of the Offer to Purchase. Facsimile copies of this Letter of Transmittal, properly completed and duly executed, will be accepted from Eligible Institutions only. The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of Hawaiian or such shareholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. 7 IMPORTANT TAX INFORMATION Under U.S. federal income tax law, a shareholder whose tendered shares are accepted for payment is required by law to provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on the substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the IRS may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to shares purchased pursuant to the Offer may be subject to 30% backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing "exempt" across the face of the substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8, signed under penalty of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 30% of any such payments to be made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. If the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 30% on all payments made prior to the time a properly certified TIN is provided to the Depositary. The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the shares or of the last transferee appearing on the transfers attached to, or endorsed on, the certificates evidencing the shares. If the shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 8 TO BE COMPLETED BY TENDERING HOLDERS THAT ARE U.S. PERSONS INCLUDING RESIDENT ALIEN INDIVIDUALS (SEE INSTRUCTION 7) PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW - --------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: MELLON INVESTOR SERVICES LLC - --------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART I--PLEASE PROVIDE YOUR FORM W-9 TAXPAYER IDENTIFICATION NUMBER IN THE Social Security Number(s) DEPARTMENT OF THE TREASURY BOX AT RIGHT AND CERTIFY BY SIGNING OR INTERNAL REVENUE SERVICE AND DATING BELOW. See the enclosed PAYER'S REQUEST FOR TAXPAYER "Guidelines for Certification of Employer Identification Number(s) IDENTIFICATION NUMBER (TIN) Taxpayer Identification Number on (If awaiting TIN, write "Applied Substitute Form W-9" for For") instructions. - --------------------------------------------------------------------------------------------------------------------------- PART II--Check this box if you are a U.S. payee exempt from backup withholding PLEASE FILL IN YOUR (see enclosed Guidelines) / / NAME AND ADDRESS BELOW PART III--CERTIFICATION NAME: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct taxpayer identification number ADDRESS (NUMBER AND STREET) (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because I am exempt from CITY, STATE AND ZIP CODE backup withholding, I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). -------------------------------------------------------------------------------- Signature: Date: - --------------------------------------------------------------------------------------------------------------------------- CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under reporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). - --------------------------------------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payer, the Specified Rate of all payments made to me shall be retained until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty (60) days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and the Specified Rate of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. Signature: Date: --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF THE SPECIFIED RATE OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. 9 THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT COURIER: BY HAND: P.O. Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ 07660 Mail Stop-Reorg 13th Floor Ridgefield Park, NJ 07660 New York, NY 10271 Attention: Reorganization Dept.
BY FACSIMILE TRANSMISSION: BY CONFIRMATION RECEIPT OF FACSIMILE TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY) (BY TELEPHONE ONLY) (201) 296-4293 (201) 296-4860
Any questions or requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent. Shareholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer. THE INFORMATION AGENT FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC 44 Wall Street 7th Floor New York, NY 10005 Call Toll Free: (800) 549-9249 10 EX-99.A(1)(C) 5 a2081205zex-99_a1c.txt EXHIBIT 99(A)(1)(C) EXHIBIT (A)(1)(C) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF HAWAIIAN AIRLINES, INC. PURSUANT TO THE OFFER TO PURCHASE DATED MAY 31, 2002 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS THE OFFER IS EXTENDED. This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if a shareholder's stock certificates are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit the Letter of Transmittal or other required documents to reach the Depositary prior to the expiration date (as defined in the Offer). Such form may be delivered to the Depositary by hand, mail, overnight courier or (for Eligible Institutions only) by facsimile transmission. See Section 2 of the Offer to Purchase. The Eligible Institution which completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time shown herein. Failure to do so could result in a financial loss to such Eligible Institution. THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC BY REGISTERED OR CERTIFIED BY OVERNIGHT COURIER: BY HAND: MAIL: P.O. Box 3301 85 Challenger Road 120 Broadway South Hackensack, NJ 07660 Mail Stop-Reorg 13th Floor Ridgefield Park, NJ 07660 New York, NY 10271 Attention: Reorganization Dept.
BY FACSIMILE TRANSMISSION: BY CONFIRMATION RECEIPT OF FACSIMILE TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY) (BY TELEPHONE ONLY) (201) 296-4293 (201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO HAWAIIAN WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to Hawaiian Airlines, Inc., upon the terms and subject to the conditions set forth in its Offer to Purchase, dated May 31, 2002, and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of common stock of Hawaiian, par value $0.01 per share listed below, pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase. NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW Name(s) of Record Holder(s) (If Available) Number of Shares: (Please Certificate No.(s) Print) Address(es) Account No. (At the Depository Trust Company if Shares will be Delivered by Book-Entry Transfer) Zip Code Delivery Guarantee (Not to be Used for Signature Guarantee) (Area Code) Telephone No. (Signature(s) of Record Holder(s))
The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program, hereby guarantees (i) that the above-named person(s) has a net long position in the shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (ii) that such tender of shares complies with Rule 14e-4 and (iii) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the shares into the Depositary's account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal (or a facsimile of one) and any other required documents, within three AMEX trading days after the date of receipt by the Depositary. (Name of Eligible Institution) Authorized Signature Address Name: (Print Name) Zip Code Title (Area Code) Telephone No. Dated: , 2002
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 2 EX-99.A(1)(D) 6 a2081205zex-99_a1d.txt EXHIBIT 99(A)(1)(D) EXHIBIT (A)(1)(D) OFFER TO PURCHASE FOR CASH BY HAWAIIAN AIRLINES, INC. UP TO 5,880,000 SHARES OF ITS COMMON STOCK AT $4.25 NET PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS THE OFFER IS EXTENDED. May 31, 2002 To Brokers, Dealers, Commercial Banks, Trust Companies and Nominees: We are enclosing herewith the material listed below relating to the offer by Hawaiian Airlines, Inc., a Hawaii corporation, to purchase up to 5,880,000 shares of its outstanding common stock, par value $0.01 per share, for cash at $4.25 per share, net to the seller, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 31, 2002, and in the related Letter of Transmittal (which together constitute the "Offer"). Hawaiian may elect, but is not obligated, to purchase additional shares pursuant to the Offer. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING VALIDLY TENDERED. We have been engaged by Hawaiian as the Information Agent with respect to the Offer. We are asking you to contact your clients for whom you hold shares registered in your name (or in the name of your nominee) or who hold shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commissions (other than fees to the Information Agent and the Depositary as described in the Offer) will be payable to brokers, dealers or other persons for soliciting tenders of shares pursuant to the Offer. Hawaiian will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. No shareholder will be required to pay transfer taxes on the transfer to Hawaiian of shares purchased pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal. For your information and for forwarding to your clients we are enclosing the following documents: - Offer to Purchase dated May 31, 2002; - Specimen Letter of Transmittal to be used by holders of shares to tender shares and for the information of your clients; - Form of Notice of Guaranteed Delivery; - Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; - Letter which may be sent to your clients for whose accounts you hold shares registered in your name (or in the name of your nominee), with space provided for obtaining such clients' instructions with regard to the Offer; - Letter from Hawaiian to its shareholders; and - Return envelope addressed to Mellon Investor Services LLC, the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS EXTENDED. Your communications to shareholders with respect to the Offer will constitute your representation to Hawaiian that: - in connection with such communications you have complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder; - if a foreign broker or dealer, you have conformed to the Rules of Fair Practice of the National Association of Securities Dealers, Inc. in making such communications; and - in connection with such communications you have not used any offering materials other than those furnished by Hawaiian. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Additional copies of the enclosed material may be obtained from the undersigned. Any questions you may have with respect to the Offer should be directed to us at (800) 549-9249 (call toll free). Very truly yours, Mellon Investor Services LLC, the Information Agent NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF HAWAIIAN, THE INFORMATION AGENT OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL. 2 EX-99.A(1)(E) 7 a2081205zex-99_a1e.txt EXHIBIT 99(A)(1)(E) EXHIBIT (A)(1)(E) OFFER TO PURCHASE FOR CASH BY HAWAIIAN AIRLINES, INC. UP TO 5,880,000 SHARES OF ITS COMMON STOCK AT $4.25 NET PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 27, 2002, UNLESS THE OFFER IS EXTENDED. May 31, 2002 To Our Clients: Enclosed for your consideration is the Offer to Purchase dated May 31, 2002, of Hawaiian Airlines, Inc., a Hawaii corporation, and a related specimen Letter of Transmittal (which together constitute the "Offer"), pursuant to which Hawaiian is offering to purchase up to 5,880,000 shares of its outstanding common stock, par value $0.01 per share, for cash at a purchase price of $4.25 net per share to the seller, without interest, upon the terms and subject to the conditions set forth in the Offer. Hawaiian may elect, but shall not be obligated, to purchase additional shares pursuant to the Offer. The Offer to Purchase and a specimen Letter of Transmittal are being forwarded to you as the beneficial owner of shares held by us in your account but not registered in your name. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS. THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. YOUR ATTENTION IS CALLED TO THE FOLLOWING: - the purchase price is $4.25 net per share to you in cash; - the Offer is not conditioned upon any minimum number of shares being validly tendered; - the Offer expires at 12:00 midnight, New York City time, on June 27, 2002, unless extended (the "Expiration Date"). Shares must be properly tendered by the Expiration Date to ensure that at least some of your shares will be purchased if there is proration. Your instructions to us should be forwarded in ample time to permit us to submit a timely tender on your behalf; - please note that proration is very likely, since Airline Investors Partnership, L.P. ("AIP"), the majority shareholder of Hawaiian, has advised Hawaiian of its intention to tender all 18,181,818 of its shares, on the condition that in no event will Hawaiian accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the Offer, to be less than or equal to 50.0%; and - the Offer is subject to the terms and conditions set forth in the Offer to Purchase, which you should read carefully; IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, WILL YOU KINDLY SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH ON THE REVERSE SIDE HEREOF. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED BY YOU IN THE INSTRUCTION FORM. THE ENCLOSED SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND SHOULD NOT BE USED TO TENDER SHARES. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND THE RISK OF THE TENDERING SHAREHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL OTHER CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. As described in the Offer to Purchase, if more than 5,880,000 shares (or such greater number of shares as Hawaiian may elect to purchase) are validly tendered on or prior to the Expiration Date, subject to the terms and conditions of the Offer, Hawaiian will purchase all shares validly tendered on or prior to the Expiration Date, on a PRO RATA basis if necessary (with appropriate adjustments to avoid purchase of fractional shares). The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. 2 INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase, dated May 31, 2002, and a specimen Letter of Transmittal relating to the Offer by Hawaiian to purchase up to 5,880,000 shares of its outstanding common stock, or such greater number of shares as Hawaiian may elect to purchase. This will instruct you to tender to Hawaiian the number of shares indicated below (or, if no number is indicated below, all shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase, and in the related specimen Letter of Transmittal that you have furnished to the undersigned. SHARES TENDERED Indicate below the aggregate number of shares to be tendered by us. __________________shares Signature ______________________________________________________________________ Name____________________________________________________________________________ (Please Print) Account Number__________________________________________________________________ Address_________________________________________________________________________ Area Code and Telephone Number__________________________________________________ Taxpayer Identification or Social Security Number_______________________________ Date: ____________, 2002 3 EX-99.A(1)(F) 8 a2081205zex-99_a1f.txt EXHIBIT 99(A)(1)(F) EXHIBIT (A)(1)(F) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
- -------------------------------------------- FOR THIS TYPE OF GIVE THE SOCIAL ACCOUNT: SECURITY NUMBER OF-- - -------------------------------------------- 1. Individual The individual 2. Two or more The actual owner of individuals (joint the account or, if account) combined funds, the first individual on the account(1) 3. Custodian account The minor(2) of a minor (Uniform Gift to Minors Act) 4. a. The usual The revocable grantor-trustee(1) savings trust (grantor is also trustee) b. So-called trust The actual owner(1) account that is not a legal or valid trust under state law. 5. Sole The owner(3) proprietorship - ------------------------------------------------- GIVE THE EMPLOYER FOR THIS TYPE OF ACCOUNIDENTIFICATION NUMBER OF-- - ------------------------------------------------- 6. Sole The owner(3) proprietorship 7. A valid trust, The legal entity(4) estate, or pension trust 8. Corporate The corporation 9. Association, The organization club, religious, charitable, educational, or other tax-exempt organization account 10. Partnership The partnership 11. A broker or The broker or nominee registered nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
- ------------------------ (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. OBTAINING A NUMBER If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include: - - An organization exempt from tax under section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). - - The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or agency or instrumentality of any one or more of the foregoing. - - An international organization or any agency or instrumentality thereof. - - A foreign government or any political subdivision, agency or instrumentality thereof. Payees that may be exempt from backup withholding include: - - A corporation. - - A financial institution. - - A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. - - A real estate investment trust. - - A common trust fund operated by a bank under Section 584(a). - - An entity registered at all times during the tax year under the Investment Company Act of 1940. - - A middleman known in the investment community as a nominee or custodian. - - A futures commission merchant registered with the Commodity Futures Trading Commission. - - A foreign central bank of issue. - - A trust exempt from tax under Section 664 or described in Section 4947. Payments of dividends generally exempt from backup withholding include: - - Payments to nonresident aliens subject to withholding under Section 1441. - - Payments to partnerships not engaged in a trade or business in the United States and that have at least one non-resident alien partner. - - Payments made by certain foreign organizations. - - Section 404(k) distributions made by an ESOP. Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N. EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING, FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX IN PART II OF THE FORM, AND RETURN TO THE PAYER IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS. ALSO SIGN AND DATE THE FORM. PRIVACY ACT NOTICE.--Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you wish to make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE EX-99.A(1)(H) 9 a2081205zex-99_a1h.txt EXHIBIT 99(A)(1)(H) EXHIBIT (A)(1)(H) [LOGO] Dear Fellow Shareholder: Hawaiian Airlines, Inc., a Hawaii corporation, is offering to purchase up to 5,880,000 shares of its common stock from existing shareholders. The price will be $4.25 per share. On May 30, 2002, the last trading day prior to the announcement of the offer, the price per share for the last trade for the shares on the American Stock Exchange was $3.25. Any shareholder whose shares are purchased in the offer will receive the total purchase price in cash and will not incur the usual transaction costs associated with open market sales. The offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. We encourage you to read these materials carefully before making any decision with respect to the offer. If you desire to tender your shares, the instructions on how to tender shares are also explained in detail in the accompanying materials. Neither Hawaiian nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Each shareholder must make the decision whether to tender shares and, if so, how many shares should be tendered. Some of our directors and executive officers have indicated that they intend to tender shares in the offer. In addition, Airline Investors Partnership, L.P. (AIP), our majority shareholder, has informed us that it will tender all 18,181,818 shares in the offer, on the condition that in no event will we accept for payment more than that number of AIP's shares that would cause its ownership interest in Hawaiian, following completion of the offer, to be less than or equal to 50.0%. Therefore, the number of shares that shareholders tender likely will be reduced pursuant to applicable proration procedures. Please note that the offer will expire at 12:00 midnight, New York City time, on June 27, 2002, unless it is extended. Questions with respect to the offer should be referred to Mellon Investor Services LLC, the Information Agent, at (800) 549-9249 (toll free throughout the U.S.). In addition, we have tentatively scheduled our 2002 annual meeting of shareholders for August 23, 2002 and will set a new record date for the annual meeting, which is expected to be in early July. Definitive proxy materials relating to the annual meeting will be mailed to shareholders after the record date. On behalf of your Board of Directors, thank you for your continued interest and support. Sincerely yours, [LOGO] John W. Adams Chairman of the Board of Directors, Chief Executive Officer and President EX-99.D(1)(A) 10 a2081205zex-99_d1a.txt EXHIBIT 99(D)(1)(A) ================================================================================ Exhibit 99(d)(1)(A) REGISTRATION RIGHTS AGREEMENT between HAWAIIAN AIRLINES, INC. and AIRLINE INVESTORS PARTNERSHIP, L.P. --------------------------------------- Dated as of January 31, 1996 --------------------------------------- ================================================================================ TABLE OF CONTENTS Page ---- 1. Background..............................................................1 2. Registration Under Securities Act, etc..................................1 2.1 Registration on Request...........................................1 2.2 Incidental Registration...........................................3 2.3 Registration Procedures...........................................4 2.4 Underwritten Offerings............................................7 2.5 Preparation; Reasonable Investigation.............................8 2.6 Limitations, Conditions and Qualifications to Obligations under Registration Covenants..........................8 2.7 Indemnification...................................................9 3. Definitions............................................................12 4. Rule 144 and Rule 144A.................................................13 5. Amendments and Waivers.................................................14 6. Nominees for Beneficial Owners.........................................14 7. Notices................................................................14 8. Assignment.............................................................14 9. Calculation of Percentage Interests in Registrable Securities..........15 10. No Inconsistent Agreements.............................................15 11. Remedies...............................................................15 12. Severability...........................................................15 13. Entire Agreement.......................................................15 14. Headings...............................................................15 15. Governing Law..........................................................16 16. Counterparts...........................................................16 17. Termination............................................................16
i REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 1996, between HAWAIIAN AIRLINES, INC., a Hawaii corporation (the "Company") and AIRLINE INVESTORS PARTNERSHIP, L.P., a Delaware limited partnership (the "Purchaser"). The parties hereby agree as follows: 1. BACKGROUND. Pursuant to a Stock Purchase Agreement, dated as of December 8, 1995, between the Company and the Purchaser (the "Purchase Agreement"), the Purchaser has agreed to purchase from the Company, and the Company has agreed to issue and sell to the Purchaser at the Closing (as defined in the Purchase Agreement), 4 shares of Series B Special Preferred Stock, par value $0.01 per share of the Company and an aggregate of 18,181,818 shares (the "Shares") of the Company's Class A Common Stock, par value $.01 per share. The Purchaser would not enter into the Purchase Agreement unless this Registration Rights Agreement were being simultaneously entered into by the Company. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 3. 2. REGISTRATION UNDER SECURITIES ACT, ETC. 2.1 REGISTRATION ON REQUEST. (a) REQUEST. At any time, or from time to time, upon the written request of one or more holders (the "Initiating Holders") of Registrable Securities that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities, the Company promptly will give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent necessary to permit the disposition of the Registrable Securities and such shares of Common Stock so to be registered. (b) REGISTRATION OF OTHER SECURITIES. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities. (c) REGISTRATION STATEMENT FORM. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company. (d) EFFECTIVE REGISTRATION STATEMENT. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (unless the failure to so dispose of such Registrable Securities shall be caused solely by reason of a failure on the part of the Selling Holders), PROVIDED, that except with respect to any registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed 135 days; (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable solely to the Selling Holders and has not thereafter become effective; or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part of the Selling Holders. (e) SELECTION OF UNDERWRITERS. The underwriter or underwriters of each underwritten offering of the Registrable Securities so to be registered shall be selected by the Selling Holders of more than 50% of each class of Registrable Securities to be included in such registration and shall be reasonably acceptable to the Company. (f) PRIORITY IN REQUESTED REGISTRATION. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, PRO RATA (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration. Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in any registration cannot be included, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, 2 representing not less than 50% of the Registrable Securities with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration. (g) LIMITATIONS ON REGISTRATION REQUESTS. Notwithstanding anything in this Section 2.1 to the contrary, in no event will the Company be required to (i) effect, in the aggregate, more than two registrations pursuant to this Section 2.1; or (ii) effect a registration pursuant to this Section 2.1 within the six-month period occurring immediately subsequent to the effectiveness (within the meaning of Section 2.1(d)) of a registration statement filed pursuant to this Section 2.1, unless a majority of the Disinterested Directors determines that effecting a second registration within the six-month period would not have a material adverse effect on the market price of the Common Stock. (h) EXPENSES. The Company will pay all Registration Expenses in connection with any registrations requested pursuant to this Section 2.1. 2.2 INCIDENTAL REGISTRATION. (a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the Company at any time prior to February 1, 2006, proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; 3 PROVIDED, FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, FIRST, all securities proposed by the Company to be sold for its own account, and SECOND, such Registrable Securities requested to be included in such registration pursuant to this Agreement, PRO RATA (based on the number of Registrable Securities requested to be included therein by each Requesting Holder) among such Requesting Holders. (c) EXPENSES. The Company will pay all Registration Expenses in connection with any registration contemplated pursuant to this Section 2.2. 2.3 REGISTRATION PROCEDURES. If and when-ever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2, the Company will, as expeditiously as possible: (i) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus 4 used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2.1(d)(i) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed 135 days; (iii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (iv) use its reasonable best efforts (x) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (x) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and 5 (y) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (vii) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months after the effective date of such registration statement), an earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (ix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (x) use its best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. 6 The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (vii) of this Section 2.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (vii) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. 2.4 UNDERWRITTEN OFFERINGS. (a) REQUESTED UNDERWRITTEN OFFERINGS. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.7 or such other indemnities as are customarily received by underwriters in public offerings of similar securities. The holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities to be sold by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution or any other representations required by applicable law. (b) INCIDENTAL UNDERWRITTEN OFFERINGS. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all 7 the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Requesting Holder, such Requesting Holder's Registrable Securities and such Requesting Holder's intended method of distribution or any other representations required by applicable law. 2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 2.6 LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER REGISTRATION COVENANTS. The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. 8 2.7 INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. The Company will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to Section 2.1 or 2.2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such seller or underwriter and each such director, officer, partner, agent, affiliate and controlling Person for any reasonable legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; PROVIDED, FURTHER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or underwriter or any 9 such director, officer, partner, agent, affiliate or controlling person and shall survive the transfer of such securities by such seller or underwriter. (b) INDEMNIFICATION BY THE SELLERS. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that any indemnified party may, at its own expense, retain separate counsel to participate in, but not control, such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event 10 shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. (d) CONTRIBUTION. If the indemnification provided for in this Section 2.7 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.7(a) or (b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Section 2.7(a) or (b), the indemnified party and the indemnifying party under Section 2.7(a) or (b) shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as is appropriate to reflect the relative fault of the Company and the prospective sellers of Registrable Securities covered by the registration statement which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and such prospective sellers from the offering of the securities covered by such registration statement, PROVIDED, that for purposes of this clause (ii), the relative benefits received by the prospective sellers shall be deemed not to exceed the amount of proceeds received by such prospective sellers. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 2.7(d) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person's consent, which consent shall not be unreasonably withheld. (e) OTHER INDEMNIFICATION. Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 2.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. 11 (f) INDEMNIFICATION PAYMENTS. The indemnification and contribution required by this Section 2.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "COMMISSION" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "COMMON STOCK" shall mean and include the Class A Common Stock, par value $.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted. "DISINTERESTED DIRECTOR" means, with respect to any transaction or series of related transactions, a member of the board of directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "INITIATING HOLDER" is defined in Section 2.1. "PERSON" means any individual, firm, corporation, partnership, limited liability company or partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind and shall include any successor (by merger or otherwise) of such entity. "REGISTRABLE SECURITIES" means any Shares and any Related Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration of such distribution under the Securities Act or (d) they shall have ceased to be outstanding. All 12 references to percentages of Registrable Securities shall be calculated pursuant to Section 9. "REGISTRATION EXPENSES" means all expenses incident to the Company's performance of or compliance with Section 2, including, without limitation, all registration and filing fees, all fees of the American Stock Exchange, other national securities exchanges or the National Association of Securities Dealers, Inc., all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of "comfort" letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities) and the reasonable fees and expenses of one counsel to the Selling Holders (selected by Selling Holders representing at least 50% of the Registrable Securities covered by such registration); PROVIDED, HOWEVER, that in the event the Company shall determine, in accordance with Section 2.2(a) or Section 2.6, not to register any securities with respect to which it had given written notice of its intention to so register to holders of Registrable Securities, all of the costs of the type (and subject to any limitation to the extent) set forth in this definition and incurred by Requesting Holders in connection with such registration on or prior to the date the Company notifies the Requesting Holders of such determination shall be deemed Registration Expenses. "RELATED REGISTRABLE SECURITIES" means with respect to the Shares any securities of the Company issued or issuable with respect to any of the Shares by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. "REQUESTING HOLDER" is defined in Section 2.2. "SECURITIES ACT" means the Securities Act of 1933, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "SELLING HOLDER" is defined in Section 2.1. 4. RULE 144 AND RULE 144A. The Company shall take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 13 5. AMENDMENTS AND WAIVERS. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of at least 66-2/3% of the Registrable Securities affected by such amendment, action or omission to act. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. 6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 7. NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Purchaser, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as it shall have furnished to the Company in writing in the manner set forth herein; (b) if to any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing in the manner set forth herein, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company; or (c) if to the Company, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as the Company shall have furnished to each holder of Registrable Securities at the time outstanding in the manner set forth herein. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by a courier, if delivered by overnight courier service; three business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied. 8. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and, with respect to the Company, its respective successors and permitted assigns and, with respect to the Purchaser, any 14 holder of any Registrable Securities, subject to the provisions respecting the minimum amount of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein. Except by operation of law, this Agreement may not be assigned by the Company without the prior written consent of the holders of 66-2/3% of the Registrable Securities outstanding at the time such consent is requested. 9. CALCULATION OF PERCENTAGE INTERESTS IN REGISTRABLE SECURITIES. For purposes of this Agreement, all references to a percentage of the Registrable Securities shall be calculated based upon the number of Registrable Securities outstanding at the time such calculation is made. 10. NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. Without limiting the generality of the foregoing, the Company will not hereafter enter into any agreement with respect to its securities which grants, or modify any existing agreement with respect to its securities to grant, to the holder of its securities in connection with an incidental registration of such securities equal or higher priority to the rights granted to the Purchaser under Section 2 of this Agreement. 11. REMEDIES. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 12. SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Purchaser shall be enforceable to the fullest extent permitted by law. 13. ENTIRE AGREEMENT. This Agreement, together with the Purchase Agreement (including the exhibits and schedules thereto), is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement (including the exhibits and schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter. 14. HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 15 15. GOVERNING LAW. This Agreement has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 16. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. 17. TERMINATION. Upon termination of the Purchase Agreement in accordance with Section 9.1 thereof, this Agreement shall terminate automatically. [The remainder of this page intentionally left blank.] 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. HAWAIIAN AIRLINES, INC. By: /s/ Bruce R. Nobles -------------------------------------------------- Name: Bruce R. Nobles Title: President By: /s/ Rae A. Capps -------------------------------------------------- Name: Rae A. Capps Title: Vice President AIRLINE INVESTORS PARTNERSHIP, L.P. By: AIP GENERAL PARTNER, INC., its general partner By: /s/ John W. Adams -------------------------------------------------- Name: John W. Adams Title: President 17 EX-99.D(1)(B) 11 a2081205zex-99_d1b.txt EXHIBIT 99(D)(1)(B) Exhibit 99(a)(1)(B) STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated January 31, 1996 (this "AGREEMENT"), by and among HAWAIIAN AIRLINES, INC., a Hawaii corporation (the "COMPANY"), AIRLINE INVESTORS PARTNERSHIP, L.P., a Delaware limited partnership ("AIP"), the AIR LINE PILOTS ASSOCIATION, HAWAIIAN MASTER EXECUTIVE COUNCIL ("HAWAIIAN MEC"), the ASSOCIATION OF FLIGHT ATTENDANTS ("AFA") and the INTERNATIONAL ASSOCIATION OF MACHINISTS ("IAM" and, together with the Hawaiian MEC and AFA, the "UNIONS"). WHEREAS, AIP and the Company entered into the Stock Purchase Agreement, dated December 8, 1995 (the "STOCK PURCHASE AGREEMENT"), pursuant to which AIP has agreed to purchase from the Company, and the Company has agreed to issue and sell to AIP at the Closing (as defined in the Stock Purchase Agreement), an aggregate of 18,181,818 shares, par value $.01 per share, of Class A Common Stock of the Company (the "CLASS A COMMON STOCK"), for an aggregate price of $20,000,000. WHEREAS, as set forth in the Stock Purchase Agreement, it is a condition to AIP's purchase of the Class A Common Stock that the Unions enter into amended collective bargaining agreements (the "AMENDED COLLECTIVE BARGAINING AGREEMENTS") carrying out the term sheets set forth as Exhibit F to the Stock Purchase Agreement (the "TERM SHEETS"). NOW, THEREFORE, to induce the Unions to enter into the Amended Collective Bargaining Agreements, and as required by the Term Sheets set forth as Exhibit F to the Stock Purchase Agreement, and in consideration of the same, the parties hereto agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below: An "AFFILIATE" of, or a person "affiliated" with, a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. "AIP STOCKHOLDER" shall mean AIP or any "affiliate" of AIP as defined in the Charter Documents. "BOARD OF DIRECTORS" means the Board of Directors of the Company. "CHARTER DOCUMENTS" means the Amended Articles of Incorporation and the Amended Bylaws of the Company as in effect on the date hereof, copies of which are attached hereto as EXHIBITS A AND B, respectively. "COMMON STOCK" means the Class A Common Stock or any other capital stock of the Company into which such stock is reclassified or reconstituted. "COMMON STOCK EQUIVALENTS" means any security or obligation which is by its terms convertible into shares of Common Stock and any option, warrant or other subscription or purchase right with respect to Common Stock. "PERSON" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity. "SERIES B SPECIAL PREFERRED STOCK," "SERIES C SPECIAL PREFERRED STOCK," "SERIES D SPECIAL PREFERRED STOCK" and "SERIES E SPECIAL PREFERRED STOCK" shall have the meanings assigned to such terms in the Charter Documents. "SHARES" means, with respect to the AIP Stockholder, all shares, whether now owned or hereafter acquired, of Common Stock; PROVIDED, for purposes of Section 2, Shares shall be deemed to include Common Stock Equivalents. "STOCKHOLDERS MEETING" shall mean any regular or special meeting of the stockholders of the Company. "WRITTEN CONSENT" shall mean any written consent executed in lieu of a Stockholders Meeting. 2. RESTRICTION ON TRANSFER OF SHARES. The AIP Stockholder agrees that it shall not sell, give, assign or otherwise dispose of (whether by operation of law or otherwise) (each a "TRANSFER") any Shares or any right, title or interest therein or thereto to any Person that is, or is an Affiliate of, any Person that has been denied a Part 121 certificate by the Department of Transportation. Any attempt to transfer any Shares or any such rights in violation of the preceding sentence shall be null and void ab initio, and the Company agrees not to register any such transfer. 3. CORPORATE GOVERNANCE. 3.1 ELECTION OF DIRECTORS. The AIP Stockholder shall vote its Shares at any Stockholders Meeting called for the purpose of filling positions on the Board of Directors, or in any Written Consent executed for such purpose, in favor of the directors standing for election and nominated by the holders of Series B Special Preferred Stock, Series C Special Preferred Stock, Series D Special Preferred Stock, and Series E Special Preferred Stock, respectively. 3.2 AMENDMENT OF CHARTER DOCUMENTS. The AIP Stockholder shall vote its Shares at any Stockholders Meeting called for the purpose of revising the Charter Documents, or in any Written Consent executed for such purposes, against any proposed amendment to any Charter Document that would be inconsistent with, or alter the rights of the Unions or the obligations of the Board of Directors under, the Designation of Special Preferred Stock included in Exhibit A hereto or any of 2 Sections 3.02, 3.09, 3.12 or 7.04 of the By-Laws included in Exhibit B hereto (collectively referred to as the "GOVERNANCE PROVISIONS"). In the event the Board of Directors purports to amend or revise the Charter Documents in any respect that would be inconsistent with, or alter the rights of the Unions or the obligations of the Board of Directors under, the Governance Provisions, then the AIP Stockholder shall, at the request of any Union and to the extent permitted by law, (i) seek a Stockholders Meeting or stockholder action by Written Consent, as soon as practicable, for the purpose of restoring the Governance Provisions, (2) propose a stockholder resolution at such Stockholders Meeting or action by Written consent to restore the Governance Provisions, and (3) vote its shares at any Stockholders Meeting, or in any Written Consent, in favor of such resolution to restore the Governance Provisions. 3.3 BOARD COMMITTEE REPRESENTATION. The AIP Stockholder shall make reasonable efforts to ensure that at least one Employee Director serves on each significant committee of the Board other than the Audit Committee (including, if any, the Executive Committee, the Strategic Planning Committee, the Board Nominating Committee and other committees of comparable significance). 3.4 GENERAL OBLIGATIONS. The AIP Stockholder shall not take any action inconsistent with the Governance Provisions. In the event of any material change to the terms or structure of the rights or powers of the AIP Stockholder, as a stockholder or as a holder of the Series B Special Preferred Stock, under the Charter Documents or comparable corporate documentation (including, without limitation, changes in the AIP Stockholder's right to nominate, designate, remove or replace directors on the Board of Directors), the AIP Stockholder shall, at the request of any Union and to the extent permitted by law, take all action necessary to implement comparable changes to the terms or structure of the rights or powers of such Union under the Charter Documents or comparable corporate documentation. 3.5 STOCKHOLDER ACTIONS. In order to effectuate the provisions of this Section 3, the AIP Stockholder hereby agrees that when any action or vote is required to be taken pursuant to this Agreement, such Stockholder shall attend the Stockholders Meeting, in person or by proxy, or execute or cause to be executed a Written Consent to effectuate such stockholder action, as appropriate. 4. STOCK CERTIFICATE LEGEND. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by the AIP Stockholder shall for as long as this Agreement is effective bear a legend substantially in the following form: THE SALE, ASSIGNMENT OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED JANUARY 31, 1996, BY AND AMONG THE COMPANY, AIRLINE INVESTORS PARTNERSHIP, L.P. AND CERTAIN UNIONS, A COPY 3 OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY IF THE TRANSFER HAS NOT BEEN MADE IN COMPLIANCE WITH THE STOCKHOLDERS AGREEMENT. 5. MISCELLANEOUS. 5.1 NOTICES. All notices or other communications given or made hereunder shall be validly given or made if in writing and delivered by facsimile transmission or in Person at, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by a reputable overnight courier to, the following addresses (and shall be deemed effective at the time of receipt thereof). (a) if to the Hawaiian MEC: Air Line Pilots Association, Hawaiian Master Executive Council 535 Herndon Parkway Herndon, Virginia 22070-1169 Attention: Master Chairman, Hawaiian MEC Telecopy: (703) 689-4290 with a copy to: Cohen, Weiss and Simon 330 West 42nd Street New York, New York 10036 Attention: Stephen Presser Telecopy: (212) 239-9012 (b) if to the AFA: Association of Flight Attendants 1625 Massachusetts Avenue, N.W. Washington, D.C. 20036 Attention: President, Hawaiian MEC and David Borer Telecopy: (202) 939-5385 4 (c) if to the IAM: International Association of Machinists, District 141 1449 South Beretania Street Honolulu, HI 96814 Attention: Sam Poomaihealani and Floyd Baptiste Telecopy: (808) 836-0144 (d) if to the AIP Stockholder: Airline Investors Partnership, L.P. 885 Third Avenue 34th Floor New York, New York 10022 Attention: John Adams and Richard Conway Telecopy: (212) 751-9501 with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Judith R. Thoyer, Esq. Telecopy: (212) 757-3990 (e) if to the Company: Hawaiian Airlines, Inc. 3376 Koapaka Street Honolulu, Hawaii 96819 Attention: General Counsel Telecopy: (808) 835-3690 with a copy to: Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, CA 90071-3197 Attention: Ronald S. Beard, Esq. Telecopy: (213) 229-7520 or to such other address as the party to whom notice is to be given may have previously furnished notice in writing to the other in the manner set forth above. 5 5.2 AMENDMENT AND WAIVER. (a) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) This Agreement may be amended, supplemented or modified only with the written consent of the AIP Stockholder and the Unions. 5.3 NO INCONSISTENT AGREEMENT. The AIP Stockholder shall not enter into any stockholder agreement, voting agreement or other agreement that is inconsistent with the terms of this Agreement. 5.4 ENFORCEMENT. The parties to this Agreement agree that the irreparable damage will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached and that monetary damages will not constitute adequate compensation for any breach of this Agreement. Accordingly, in addition to any other remedy available to any party at law or equity, the parties shall be entitled to an injunction or injunctions in any court of competent jurisdiction to prevent breaches of this Agreement to specifically enforce the terms and provisions of this Agreement. 5.5 SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality or enforceability of such provision in every other respect and of each remaining provision of the Agreement shall not be impaired thereby in any respect. The parties specifically intend that all of the rights of the Unions under this Agreement shall be enforceable to the fullest extent permitted by law. 5.6 ENTIRE AGREEMENT. This Agreement, together with the exhibits hereto, is intended by the AIP Stockholder and the Unions as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of such parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits hereto, supersede all prior agreements and understandings between the AIP Stockholder and the Unions with respect to such subject matter. 5.7 TERM OF AGREEMENT. This Agreement shall terminate at such time as the AIP Stockholder shall no longer have any right to designate directors pursuant to the Charter Documents. 5.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND 6 TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF EXCEPT TO THE EXTENT INTERNAL CORPORATE LAWS OF THE COMPANY'S STATE OF INCORPORATION SHALL APPLY. 5.9 TRANSFER TO AFFILIATES. An AIP Stockholder shall not transfer any Shares to any Affiliate of AIP or an AIP Stockholder (an "AIP AFFILIATE") unless the AIP Affiliate agrees in writing to be bound by the terms and conditions of this Agreement in the same manner as AIP. 5.10 SUCCESSORS AND ASSIGNS. This agreement shall be binding on any successor that acquires all or substantially all of AIP or any AIP Affiliate that maintains beneficial or record ownership of any Shares (an "AIP SUCCESSOR"), and the AIP Stockholder shall not adopt or permit any agreement or arrangement that results in an AIP Successor unless the AIP Successor agrees in writing to be bound by the terms and conditions of this Agreement in the same manner as AIP. This Agreement is not assignable except in connection with a transfer of Shares by AIP to an "affiliate," as defined in the Charter Documents. 5.11 NOTICE OF TRANSFER. The AIP Stockholder shall provide the Company and the Unions with reasonable notice prior to transferring record or beneficial ownership of Shares to any Affiliate, Substantial Purchaser or AIP Successor. For this purpose, a "Substantial Purchaser" shall mean a transferee (or group of transferees acting in concert) which acquires 10% or more of the Shares. 5.12 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed, or have cause to be executed, this Agreement on the date first written above. AIR LINE PILOTS ASSOCIATION, HAWAIIAN MASTER EXECUTIVE COUNCIL By: /s/ Reno F. Morella -------------------------------------------------- Reno F. Morella Chairman, Hawaiian MEC ASSOCIATION OF FLIGHT ATTENDANTS By: -------------------------------------------------- Name: Title: 7 INTERNATIONAL ASSOCIATION OF MACHINISTS By: /s/ Reno F. Morella -------------------------------------------------- Name: Title: AIRLINE INVESTORS PARTNERSHIP, L.P. By: AIP GENERAL PARTNER, INC., its General Partner By: /s/ John W. Adams -------------------------------------------------- Name: John W. Adams Title: President HAWAIIAN AIRLINES, INC. By: /s/ Bruce R. Nobles -------------------------------------------------- Name: /s/ Bruce R. Nobles Title: Chairman of the Board, President and Chief Executive Officer (Solely with respect to Sections 2 and 4 hereof) 8 EX-99.D(1)(C) 12 a2081205zex-99_d1c.txt EXHIBIT 99(D)(1)(C) Exhibit 99(d)(1)(C) LETTER OF AGREEMENT BETWEEN HAWAIIAN AIRLINES, INC. AND THE AIRLINE PILOTS IN THE SERVICE OF HAWAIIAN AIRLINES, INC. AS REPRESENTED BY THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL -------------------------------------- STOCK ALLOCATION AGREEMENT -------------------------------------- Hawaiian Airlines, Inc. (the "Company") and the Air Line Pilots in the service of the Company, as represented by the Air Line Pilots Association, International (the "Association"), and jointly referred to hereinafter as the "Parties," enter into this LETTER OF AGREEMENT ("LOA") in accordance with the provisions of Title II of the Railway Labor Act, as amended. WITNESSETH: WHEREAS, the Parties reached an agreement on or about December 20, 2000 (the "Agreement") regarding the general terms of a new collective bargaining agreement between the Parties effective as of January 1, 2001; WHEREAS, the Agreement requires the Company to provide 1,685,380 shares (the "Stock Pool") of the Company's common stock, par value $.01 per share ("Company Common Stock"), for distribution to pilots in the service of the Company pursuant to a method to be determined by the Hawaiian Airlines Pilots' Master Executive Council (the "MEC"); WHEREAS, the MEC has, through balloting of the members of the Association, determined a method for the contribution of the Stock Pool to the Hawaiian Airlines, Inc. Pilots' 401(k) Plan (the "Plan") and the allocation thereof; NOW, THEREFORE, the Company and the Association hereby agree to distribute the Stock Pool as follows: 1. ELIGIBILITY FOR ALLOCATION OF CONTRIBUTION. A pilot will be eligible for an allocation from the Stock Pool as of an Allocation Date (as defined in paragraph 3 below) if he or she has completed one year of employment with the Company (a "Participating Pilot") prior to such Allocation Date. 2. CONTRIBUTION TO THE PLAN. Except as provided in paragraph 6.e below, the Stock Pool will be contributed to the Plan and allocated to the individual accounts ("Employer Contribution Accounts") of Participating Pilots to be invested in the Plan's investment option (the "Plan Stock Fund") that invests primarily in the Company's common stock in accordance with the provisions of this LOA. 3. ALLOCATION DATES. The allocation dates for determining the portion of the Stock Pool to be contributed to the Plan and allocated to Participating Pilots will be March 31, 2001; June 30, 2001; September 30, 2001; December 31, 2001; March 31, 2002; June 30, 2002; September 30, 2002; and December 31, 2002 (each such date, an "Allocation Date"). 4. QUARTERLY ALLOCATION CALCULATION. a. Immediately following each Allocation Date, the Company will calculate the number of shares of the Company Common Stock remaining in the Stock Pool to be contributed to the Plan and allocated to each Participating Pilot for the calendar quarter ending on such Allocation Date (the "Allocation Period") in accordance with the following four steps: STEP 1: The Company will calculate the gross allocation dollars for each Participating Pilot ("Gross Allocation Dollars") as the product of (x) the pilot's Pay Hours and (y) the applicable Pay Gap, where "Pay Hours" are the pay and credit hours (including pilot bank hours) accumulated by the pilot during the Allocation Period up to maximum of the first 90 hours per month but excluding any non-flight pay and credit hours (E.G., check airman premium pay, DIRTD pay, meal and per diem pay), and the pilot's "Pay Gap" for an Allocation Period, as determined by the Association, is stated on Schedule A to this LOA by fleet, seat, longevity year, and contract year. STEP 2: The Company will calculate the net allocation dollars for each Participating Pilot ("Net Allocation Dollars") as the excess of (x) the pilot's Gross Allocation Dollars in that Allocation Period over (y) the 2 remaining balance in the pilot's Signing Bonus Account (but in no event less than zero Net Allocation Dollars), where for any Allocation Period, the remaining balance in a pilot's "Signing Bonus Account" will consist of (x) the gross W-2 dollar amount of the signing bonus received by the pilot upon the implementation of the Agreement less (y) the cumulative number of signing bonus dollars netted against the pilot's Gross Allocation Dollars in all previous Allocation Periods under this LOA. STEP 3: The Company will calculate the number of shares of Company Common Stock to be allocated to each Participating Pilot (the "Allocation Shares") as (x) the pilot's Net Allocation Dollars divided by (y) the numerical average of the final closing trading price of such stock on each trading day during the relevant Allocation Period (the "Average Stock Price"). STEP 4: The Company will round each Participating Pilot's Allocation Shares up or down, as the case may be, to nearest whole number (I.E., a fraction of .5 or greater will be rounded up to the nearest whole number.) b. The following examples will illustrate the allocation calculation described in this paragraph 4: EXAMPLE 1: a seventh year DC-10 captain earns a total of 270 pay hours in the calendar quarter ending on March 31, 2001 and received a $3,500 signing bonus; the average stock price for the calendar quarter is $2.50. According to Schedule A, this pilot's Pay Gap for the Allocation Period is $14.96. The pilot would receive Stock Fund units equal to 216 shares for this Allocation Period (assuming he or she has not exceeded the maximum benefit limitation of Section 415 of the Internal Revenue Code (the "Code")), calculated as follows: 270 Pay Hours x $14.96 Pay Gap = $4,039.20 Gross Allocation Dollars $4,039.20 - $3,500 Bonus Account = $539.20 Net Allocation Dollars $539.20 [DIVIDED BY] $2.50 Average Stock Price = 215.68 shares 215.68 shares rounded off = 216 shares and the pilot's Signing Bonus Account would be reduced to $0.00 for the next quarterly stock allocation. EXAMPLE 2: an eighth year DC-9 first officer earns a total of 270 pay hours in the calendar quarter ending on March 31, 2001 and received a 3 $1.500 signing bonus; the average stock price for the calendar quarter is $2.50. According to Schedule A, this pilot's Pay Gap for the Allocation Period is $3.30. The pilot would receive no allocation of Company Stock for this Allocation Period, calculated as follows: 270 Pay Hours x $3.30 Pay Gap = $891.00 Gross Allocation Dollars $891.00 - $1,500 Bonus Account = $0.00 Net Allocation Dollars and the pilot's Signing Bonus Account would be reduced to $609.00 for the next quarterly stock allocation. c. As described in paragraph 6 below, special allocation rules apply in connection with the Final Allocation of Company Common Stock under this LOA. 5. QUARTERLY ALLOCATION TO INDIVIDUAL PILOT ACCOUNTS. a. As soon as practicable after each Allocation Date, but in no event more than 90 days following the initial Allocation Date and 45 days following each subsequent Allocation Date, the Company will contribute to the Plan the portion of the Stock Pool required under this LOA for such Allocation Period, and such contribution will be allocated to the Employer Contribution Account of each Participating Pilot in accordance with this LOA. The fair market value of the shares of Company Common Stock on the date of actual contribution to the Plan will determine the number of additional units of interest in the Plan Stock Fund that the Plan's trustee will credit to each Participating Pilot's' Employer Contribution Account. The Plan's trustee will convert shares of Company Common Stock into Stock Fund units in accordance with its normal procedures. b. Notwithstanding the foregoing, no shares will be contributed to the Plan or allocated to the Employer Contribution Account of a Participating Pilot for an Allocation Date to the extent the deduction limitations of Section 404 of the Code or the maximum benefit limitations of Section 415 of the Code would be exceeded. Any such shares (the "Excess Shares") will be deducted from the Stock Pool and will be (i) contributed to the Plan and specially allocated to such Participating Pilot as of the next Allocation Date such contribution and allocation would not exceed the deduction limitations of Section 404 of the Code or the maximum benefit limitations of Section 415 of the Code or (ii) distributed directly to a Participating Pilot as described in paragraph 6.e of this LOA. 6. DURATION OF ALLOCATION; FINAL ALLOCATION; TREATMENT OF EXCESS SHARES. Except with respect to any Excess Shares, the quarterly stock allocations described in this LOA will continue through and including the earlier of (i) the Allocation Date on which the total number of quarterly Allocation Shares equals or exceeds the total number of shares remaining in the Stock Pool or (ii) December 31, 2002. The 4 final quarterly stock allocation under this LOA (the "Final Allocation") will be calculated as follows: a. If the total number of Allocation Shares exceeds the total number of shares remaining in the Stock Pool, each Participating Pilot will receive a pro rata portion of the remaining shares in the Stock Pool, calculated as the pilot's Allocation Shares multiplied by a fraction, (x) the numerator of which is the total number of remaining shares in the Stock Pool and (y) the denominator of which is the total number of Allocation Shares for all Participating Pilots. b. If the total number of Allocation Shares equals the total number of shares remaining in the Stock Pool, each Participating Pilot will receive his/her Allocation Shares. c. If the total number of shares remaining in the Stock Pool exceeds the total number of Allocation Shares, (i) each Participating Pilot will receive his/her Allocation Shares, and (ii) the shares remaining in the Stock Pool following such allocation will be divided equally (per capita) among all pilots who are Participating Pilots for that calendar quarter. d. The shares allocable to Participating Pilots in the Final Allocation will be rounded down to the nearest whole number. All fractional shares that result from the Final Allocation will be aggregated into a fractional share pool, and the Company will allocate one share from the fractional share pool, in inverse seniority order to each Participating Pilot until the available number of whole shares in the fractional share pool is exhausted. e. In the event any Excess Shares have not been allocated to the Employer Contribution Account of the Participating Pilot as of the Final Allocation Date, the Company will attempt to allocate such shares on each subsequent Allocation Date, through and including December 31, 2002, subject to the deduction limitations of Section 404 of the Code or the maximum benefit limitations of Section 415 of the Code. If any Excess Shares have not been contributed to the Plan and allocated to the Employer Contribution Account of the Participating Pilot on or before December 31, 2002, (i) such shares will be distributed directly to the Participating Pilot as soon as practicable thereafter, (ii) the Participating Pilot will be responsible for all income taxes imposed on such distribution, (iii) such distribution will be subject to any income or employment tax withholding requirements, and (iv) the Company may liquidate a portion of the Excess Shares otherwise distributable to such pilot if necessary to satisfy withholding requirements. 7. REPORTING, REVIEW AND DISPUTE RESOLUTION. As soon as practicable following the conclusions of each quarterly stock allocation, (i) the Company will create, and the Association will review and assist in explaining to pilots, a summary of the 5 allocation calculation for all Participating Pilots and (ii) the Company will provide each Participating Pilot with a description of is/her allocation calculation, including a statement of the pilot's Pay Hours, the pilot's Pay Gap, and the applicable Average Stock Price during the Allocation Period (an "Allocation Statement"). If a Participating Pilot disputes (i) the number of Pay Hours or (ii) the applicable Pay Gap contained on his/her Allocation Statement, the pilot must submit a written issue statement to the Company, in a form to be determined by the Company, by no later than 15 days following the distribution of the Allocation Statements. All such issues will be conclusively determined by the Company no later than 30 days following its receipt of such statement. The Company will implement any corrections that result from this review process in the next allocation following its decision or a special one-time allocation in the event the correction concerns the Final Allocation. The parties will develop a reasonable distribution mechanism (E.G., a brief deferral of the Final Allocation or a holdback from the Final Allocation) to ensure that the Company maintains sufficient shares in the Stock Pool to process any such corrections with respect to the Final Allocation. In no event, however, will the Company's obligation to contribute shares to the Plan exceed 1,685,380. 8. DIVIDENDS, RECLASSIFICATION, SALE OR EXCHANGE. As a general matter, the Company will take all commercially reasonable steps necessary to ensure that the unallocated shares in the Stock Pool receive all of the rights and benefits enjoyed by the Company's issued and outstanding common stock in connection with any dividend, reclassification, sale, or exchange of Company Common Stock. In particular: a. If the Company declares a cash dividend, stock dividend, or any other distribution to shareholders before the Final Allocation, then (to the extent legally permissible) such cash dividend, stock dividend, or other distribution will accrue with respect to all unallocated shares remaining in the Stock Pool and will be contributed or distributed as the unallocated shares to which it relates are contributed to the Plan or distributed to a Participating Pilot in accordance with this LOA. b. If Company Common Stock is split, converted, reclassified, changed into, or exchanged for a different number or kind of securities of the Company before the Final Allocation, then (i) all unallocated shares remaining in the Stock Pool will (to the extent legally permissible) be subject to the same split, conversion, reclassification, or exchange and (ii) the calculation of Allocation Shares under paragraph 4 above will be comparably adjusted if necessary to give effect to the stock allocation described in this LOA. c. If shares of Company Common Stock are changed into or exchanged for cash, securities or other property pursuant to an acquisition, recapitalization, stock repurchase, merger, consolidation, combination, or similar transaction (a "Transaction") before the Final Allocation, then 6 i. The Company will provide the Association with written notice of such Transaction no later than it provides notice to its shareholders of such Transaction; and ii. at the written request of the Association delivered as soon as practicable after its receipt such notice (but prior to the date of closing of such Transaction), the Company will divide all remaining shares in the Stock Pool equally among all pilots actively employed by the Company for at least one year as of the date of the Association's request, and contribute to the Plan or distribute to pilots all such shares in accordance with paragraph 5 above. This LOA will become effective upon execution by all signatories thereof and shall remain in full force and effect until the distribution of all shares in the Stock Pool is completed in accordance with the provisions of this LOA. IN WITNESS WHEREOF, the Parties have signed this LOA this ___ day of May, 2001. FOR HAWAIIAN AIRLINES, INC. /s/ Robert W. Zoller --------------------------------------- Robert W. Zoller Its President & Chief Operating Officer /s/ Christine R. Deister --------------------------------------- Christine R. Deister Its Executive Vice President, Chief Financial Officer & Treasurer WITNESS: FOR THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL - -------------------------------- /s/ Duane Woerth --------------------------------------- Duane Woerth, President - -------------------------------- /s/ J. Tindall --------------------------------------- - -------------------------------- J. Tindall, Chairman Hawaiian Master Executive Council 7 SCHEDULE A HOURLY PILOT PAY GAP (ALL NUMBERS IN DOLLARS PER HOUR)
Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Yr 9 Yr 10 Yr 11 Yr 12 ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ ------ DC9/B-717 CAPTAIN 2001 4.78 4.80 4.82 4.83 4.85 4.87 4.89 2002 3.51 3.52 3.54 3.55 3.56 3.57 3.59 FIRST OFFICER 2001 0.00 2.21 2.62 2.78 2.94 3.09 3.25 3.30 3.35 3.37 3.39 3.41 2002 0.00 1.62 1.92 2.04 2.15 2.27 2.39 2.42 2.46 2.47 2.49 2.50 DC10/B-767 CAPTAIN 2001 15.08 15.09 15.06 14.99 14.99 14.97 14.96 2002 13.66 13.66 13.61 13.53 13.52 13.49 13.46 FIRST OFFICER 2001 0.00 6.96 8.19 8.60 9.07 9.35 9.96 10.09 10.24 10.30 10.38 10.44 2002 0.00 6.11 7.40 7.77 8.18 8.41 8.97 9.09 9.22 9.28 9.34 9.40 SECOND OFFICER 2001 0.00 5.96 6.12 6.25 6.42 6.57 6.73 6.88 7.03 7.18 7.33 7.48 2002 0.00 5.46 5.58 5.68 5.82 5.94 6.06 6.19 6.33 6.46 6.60 6.73
* The hourly pay gap for probationary pilots is $0.00. -----END PRIVACY-ENHANCED MESSAGE-----