-----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, AsV0UTvqaI/FuDE4N+jei76MSJPZQ+5kwJe5CElbCrtaCplMCyrzbVcIejBqpqru CGjs594AvktRHd90IzYceA== 0000950142-02-000591.txt : 20020611 0000950142-02-000591.hdr.sgml : 20020611 20020610145054 ACCESSION NUMBER: 0000950142-02-000591 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20020610 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13378 FILM NUMBER: 02674864 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/A 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/A 1 scheduleto-a1.txt AMENDMENT NO. 1 ================================================================================ 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 (AMENDMENT NO. 1) 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) [_] 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: [_] ================================================================================ Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), hereby amends and supplements its Tender Offer Statement on Schedule TO (the "Schedule TO"), originally filed with the Securities and Exchange Commission (the "Commission") on May 31, 2002, in connection with the offer by 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 to the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Schedule TO. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits: EXHIBIT NUMBER DESCRIPTION -------------- ----------- (a)(1)(I) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants. (a)(1)(J) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants. (a)(1)(K) Notice to Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan. (a)(1)(L) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan. (a)(1)(M) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan. (a)(1)(N) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan. 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: June 10, 2002 HAWAIIAN AIRLINES, INC. By: /s/ Christine R. Deister --------------------------------------- Name: Christine R. Deister Title: Executive Vice President and Chief Financial Officer 2 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.* (a)(1)(I) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants. (a)(1)(J) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants. (a)(1)(K) Notice to Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan. (a)(1)(L) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan. (a)(1)(M) Notice to Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan. (a)(1)(N) Tender Offer Instruction Form for Participants in the Hawaiian Airlines, Inc. 401(k) Savings Plan. (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. - ------------------------ * Previously filed. EX-99 3 exa1i-sctoa1.txt EXHIBIT (A)(1)(I) EXHIBIT (a)(1)(I) ----------------- [GRAPHIC OMITTED] [LOGO - VANGUARD FIDUCIARY TRUST COMPANY] NOTICE TO PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. 401(K) PLAN FOR FLIGHT ATTENDANTS June 7, 2002 Dear Hawaiian Airlines Plan Participant: YOUR IMMEDIATE ATTENTION IS REQUIRED ------------------------------------ Recently, Hawaiian Airlines, Inc. announced an offer to purchase up to 5,880,000 shares of Hawaiian Airlines common stock for cash at a price of $4.25 per share based upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase for Cash (the "Offer") dated May 31, 2002. As a participant in the Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants (the "Plan"), YOU ARE BEING ASKED TO DIRECT VANGUARD FIDUCIARY TRUST COMPANY ("VANGUARD"), THE TRUSTEE OF YOUR PLAN, WHETHER TO TENDER OR NOT TO TENDER IN RESPONSE TO THE OFFER ALL OR A PORTION OF THE SHARES OF HAWAIIAN AIRLINES COMMON STOCK ALLOCABLE TO YOUR SEPARATE PLAN ACCOUNT. This letter contains information about the Offer and describes how you can provide directions to Vanguard with respect to your shares. YOU SHOULD CAREFULLY REVIEW THE ENCLOSED OFFER ---------------------------------------------- On May 31, 2002, Hawaiian Airlines filed the Offer with the Securities and Exchange Commission. You should carefully review this information before providing directions to Vanguard. You will notice that Hawaiian Airlines has offered to purchase a specific number of shares of its common stock. Please note that if you instruct Vanguard to tender your shares for cash in response to the Offer, Hawaiian Airlines may not buy all of your tendered shares. This would happen if more shares are tendered than Hawaiian Airlines has offered to buy. In this case, the number of shares purchased from all who successfully tender will be reduced, pro rata. For more information on this aspect of the Offer, please read page 7 of the enclosed Offer. THE DECISION IS YOURS --------------------- As a Participant in the Plan, you are strongly encouraged to direct Vanguard whether to tender or not to tender all or a portion of the Hawaiian Airlines common stock in your Plan account. You can provide your tender instructions by completing and returning the enclosed "Tender Offer Instruction Form" to Vanguard. PLEASE NOTE THAT THE TERMS OF THE PLAN GENERALLY PROVIDE THAT VANGUARD WILL NOT TENDER ANY SHARES FOR WHICH IT DOES NOT RECEIVE TIMELY INSTRUCTIONS. IN ORDER FOR YOU TO DIRECT VANGUARD, THE TENDER OFFER INSTRUCTION FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON NEW YORK CITY TIME ON MONDAY, JUNE 24, 2002 (THE "PLAN DEADLINE"). Post Office Box 2900 o Valley Forge Pennsylvania 19482-2900 o (610) 669-1000 Please note that timely instructions provided to Vanguard will be followed with respect to shares in your account as of the Plan Deadline. For example, if additional shares of Hawaiian Airlines common stock are allocated to your Plan account before the Plan Deadline, the instructions you give will also be followed with respect to those additional shares. ENCLOSED INFORMATION -------------------- Enclosed for your consideration are the following materials about the Offer: 1. The Hawaiian Airlines, Inc. Offer to Purchase for Cash dated May 31, 2002, which contains important details about the Offer that you should review; 2. A Tender Offer Instruction Form; and 3. A postage-paid reply envelope. PLEASE NOTE THAT NEITHER HAWAIIAN AIRLINES NOR ITS BOARD OF DIRECTORS ISSUED A RECOMMENDATION IN RELATION TO THE OFFER. Also note that the enclosed information relates only to your shares of Hawaiian Airlines common stock in the Plan. If you own shares of Hawaiian Airlines outside of your Plan, you should receive separate mailings relating to those shares. ALLOCATION OF TENDER PROCEEDS ----------------------------- The cash paid to the Plan in exchange for any shares that are accepted for tender will be deposited into the Prime Money Market Fund for your separate account. Any shares not tendered will remain in the Hawaiian Airlines stock fund. If you want to exchange the tender proceeds out of the Prime Money Market you may do so by calling a Vanguard Participant Services associate. In accordance with the Plan, you may NOT reinvest any of the tender proceeds in the Hawaiian Airlines stock fund. PROVIDING YOUR CONFIDENTIAL INSTRUCTION --------------------------------------- You are strongly encouraged to direct Vanguard as to whether you wish to tender or not to tender all or a portion of the Hawaiian Airlines shares in your Plan account. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. TO INSTRUCT VANGUARD, PLEASE PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED TENDER OFFER INSTRUCTION FORM AND FAX IT TOLL-FREE TO VANGUARD AT (877) 226-7171 BY THE PLAN DEADLINE. If you wish, you may mail it to Vanguard in the enclosed postage-paid reply envelope so that it is received before the Plan Deadline. Please keep in mind that using the mail option may delay delivery and could result in your instruction not being received in time to be acted upon if you wish to have Vanguard tender the shares allocated to your account. QUESTIONS AND ADDITIONAL INFORMATION ------------------------------------ If you have any questions about the Offer, please contact Mellon Investor Services LLC, the Information Agent for the Offer, toll free at (800) 549-9249. If you have questions on how to provide directions to Vanguard, please contact Vanguard Participant Services at (800) 523-1188. Very truly yours, Vanguard Fiduciary Trust Company EX-99 4 exa1j-sctoa1.txt EXHIBIT (A)(1)(J) EXHIBIT (a)(1)(J) ----------------- TENDER OFFER INSTRUCTION FORM ----------------------------- PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. 401(K) PLAN FOR FLIGHT ATTENDANTS --------------------------------------------------------- BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ -------------------------------------------------- THE ACCOMPANYING INFORMATION In response to the Offer from Hawaiian Airlines dated May 31, 2002, for its shares of common stock, I hereby instruct Vanguard Fiduciary Trust Company to tender or not to tender Hawaiian Airlines, Inc. shares in my Plan account in response to the Offer as follows (PLEASE CHECK ONE BOX BELOW OR ENTER THE PERCENTAGE OF SHARES TO BE TENDERED, AND COMPLETE): ________ TENDER. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (100% will be tendered). ________%TENDER. I DIRECT VANGUARD TO TENDER A PORTION OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (enter whole percentage only). ________ DO NOT TENDER. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. IMPORTANT: IF YOU DO NOT RESPOND, VANGUARD WILL NOT TENDER SHARES IN YOUR PLAN ACCOUNT. INSTRUCTION FORMS SIGNED AND RETURNED WITHOUT THE REQUIRED INFORMATION WILL BE INCOMPLETE AND, THEREFORE, WILL BE TREATED AS IF NO RESPONSE WAS PROVIDED. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. If you have any questions about providing your instruction to Vanguard, please contact a Vanguard Participant Services associate at (800) 523-1188. NOTE: THIS FORM MUST BE RECEIVED BY 12:00 NOON NEW YORK CITY TIME ON JUNE 24, 2002, THE PLAN DEADLINE. TO ENSURE TIMELY DELIVERY YOU ARE STRONGLY ENCOURAGED TO FAX YOUR INSTRUCTION FORM TO VANGUARD'S ATTENTION AT (877) 226-7171. _______________________________________ Signature _______________________________________ Please Print Name _______________________________________ Social Security Number _______________________________________ Date _______________________________________ Daytime Phone Number EX-99 5 exa1k-sctoa1.txt EXHIBIT (A)(1)(K) EXHIBIT (a)(1)(K) ----------------- [GRAPHIC OMITTED] [LOGO - VANGUARD FIDUCIARY TRUST COMPANY] NOTICE TO PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. PILOTS' 401(K) PLAN June 7, 2002 Dear Hawaiian Airlines Plan Participant: YOUR IMMEDIATE ATTENTION IS REQUIRED ------------------------------------ Recently, Hawaiian Airlines, Inc. announced an offer to purchase up to 5,880,000 shares of Hawaiian Airlines common stock for cash at a price of $4.25 per share based upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase for Cash (the "Offer") dated May 31, 2002. As a participant in the Hawaiian Airlines, Inc. Pilots' 401(k) Plan (the "Plan"), YOU ARE BEING ASKED TO DIRECT VANGUARD FIDUCIARY TRUST COMPANY ("VANGUARD"), THE TRUSTEE OF YOUR PLAN, WHETHER TO TENDER OR NOT TO TENDER IN RESPONSE TO THE OFFER ALL OR A PORTION OF THE SHARES OF HAWAIIAN AIRLINES COMMON STOCK ALLOCABLE TO YOUR SEPARATE PLAN ACCOUNT. This letter contains information about the Offer and describes how you can provide directions to Vanguard with respect to your shares. YOU SHOULD CAREFULLY REVIEW THE ENCLOSED OFFER ---------------------------------------------- On May 31, 2002, Hawaiian Airlines filed the Offer with the Securities and Exchange Commission. You should carefully review this information before providing directions to Vanguard. You will notice that Hawaiian Airlines has offered to purchase a specific number of shares of its common stock. Please note that if you instruct Vanguard to tender your shares for cash in response to the Offer, Hawaiian Airlines may not buy all of your tendered shares. This would happen if more shares are tendered than Hawaiian Airlines has offered to buy. In this case, the number of shares purchased from all who successfully tender will be reduced, pro rata. For more information on this aspect of the Offer, please read page 7 of the enclosed Offer. THE DECISION IS YOURS --------------------- As a Participant in the Plan, you are strongly encouraged to direct Vanguard whether to tender or not to tender all or a portion of the Hawaiian Airlines common stock in your Plan account. You can provide your tender instructions by completing and returning the enclosed "Tender Offer Instruction Form" to Vanguard. PLEASE NOTE THAT THE TERMS OF THE PLAN GENERALLY PROVIDE THAT VANGUARD WILL NOT TENDER ANY SHARES FOR WHICH IT DOES NOT RECEIVE TIMELY INSTRUCTIONS. IN ORDER FOR YOU TO DIRECT VANGUARD, THE TENDER OFFER INSTRUCTION FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON NEW YORK CITY TIME ON MONDAY, JUNE 24, 2002 (THE "PLAN DEADLINE"). Post Office Box 2900 o Valley Forge Pennsylvania 19482-2900 o (610) 669-1000 Please note that timely instructions provided to Vanguard will be followed with respect to shares in your account as of the Plan Deadline. For example, if additional shares of Hawaiian Airlines common stock are allocated to your Plan account before the Plan Deadline, the instructions you give will also be followed with respect to those additional shares. ENCLOSED INFORMATION -------------------- Enclosed for your consideration are the following materials about the Offer: 1. The Hawaiian Airlines, Inc. Offer to Purchase for Cash dated May 31, 2002, which contains important details about the Offer that you should review; 2. A Tender Offer Instruction Form; and 3. A postage-paid reply envelope. PLEASE NOTE THAT NEITHER HAWAIIAN AIRLINES NOR ITS BOARD OF DIRECTORS ISSUED A RECOMMENDATION IN RELATION TO THE OFFER. Also note that the enclosed information relates only to your shares of Hawaiian Airlines common stock in the Plan. If you own shares of Hawaiian Airlines outside of your Plan, you should receive separate mailings relating to those shares. ALLOCATION OF TENDER PROCEEDS ----------------------------- The cash paid to the Plan in exchange for any shares that are accepted for tender will be deposited into the Prime Money Market Fund for your separate account. Any shares not tendered will remain in the Hawaiian Airlines stock fund. If you want to exchange the tender proceeds out of the Prime Money Market you may do so by calling a Vanguard Participant Services associate. In accordance with the Plan, you may NOT reinvest any of the tender proceeds in the Hawaiian Airlines stock fund. PROVIDING YOUR CONFIDENTIAL INSTRUCTION --------------------------------------- You are strongly encouraged to direct Vanguard as to whether you wish to tender or not to tender all or a portion of the Hawaiian Airlines shares in your Plan account. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. TO INSTRUCT VANGUARD, PLEASE PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED TENDER OFFER INSTRUCTION FORM AND FAX IT TOLL-FREE TO VANGUARD AT (877) 226-7171 BY THE PLAN DEADLINE. If you wish, you may mail it to Vanguard in the enclosed postage-paid reply envelope so that it is received before the Plan Deadline. Please keep in mind that using the mail option may delay delivery and could result in your instruction not being received in time to be acted upon if you wish to have Vanguard tender the shares allocated to your account. QUESTIONS AND ADDITIONAL INFORMATION ------------------------------------ If you have any questions about the Offer, please contact Mellon Investor Services LLC, the Information Agent for the Offer, toll free at (800) 549-9249. If you have questions on how to provide directions to Vanguard, please contact Vanguard Participant Services at (800) 523-1188. Very truly yours, Vanguard Fiduciary Trust Company EX-99 6 exa1l-sctoa1.txt EXHIBIT (A)(1)(L) EXHIBIT (a)(1)(L) ----------------- TENDER OFFER INSTRUCTION FORM ----------------------------- PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. PILOTS' 401(K) PLAN ------------------------------------------- BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ -------------------------------------------------- THE ACCOMPANYING INFORMATION In response to the Offer from Hawaiian Airlines dated May 31, 2002, for its shares of common stock, I hereby instruct Vanguard Fiduciary Trust Company to tender or not to tender Hawaiian Airlines, Inc. shares in my Plan account in response to the Offer as follows (PLEASE CHECK ONE BOX BELOW OR ENTER THE PERCENTAGE OF SHARES TO BE TENDERED, AND COMPLETE): ________ TENDER. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (100% will be tendered). ________%TENDER. I DIRECT VANGUARD TO TENDER A PORTION OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (enter whole percentage only). ________ DO NOT TENDER. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. IMPORTANT: IF YOU DO NOT RESPOND, VANGUARD WILL NOT TENDER SHARES IN YOUR PLAN ACCOUNT. INSTRUCTION FORMS SIGNED AND RETURNED WITHOUT THE REQUIRED INFORMATION WILL BE INCOMPLETE AND, THEREFORE, WILL BE TREATED AS IF NO RESPONSE WAS PROVIDED. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. If you have any questions about providing your instruction to Vanguard, please contact a Vanguard Participant Services associate at (800) 523-1188. NOTE: THIS FORM MUST BE RECEIVED BY 12:00 NOON NEW YORK CITY TIME ON JUNE 24, 2002, THE PLAN DEADLINE. TO ENSURE TIMELY DELIVERY YOU ARE STRONGLY ENCOURAGED TO FAX YOUR INSTRUCTION FORM TO VANGUARD'S ATTENTION AT (877) 226-7171. _______________________________________ Signature _______________________________________ Please Print Name _______________________________________ Social Security Number _______________________________________ Date _______________________________________ Daytime Phone Number EX-99 7 exa1m-sctoa1.txt EXHIBIT (A)(1)(M) EXHIBIT (a)(1)(M) ----------------- [GRAPHIC OMITTED] [LOGO - VANGUARD FIDUCIARY TRUST COMPANY] NOTICE TO PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. 401(K) SAVINGS PLAN June 7, 2002 Dear Hawaiian Airlines Plan Participant: YOUR IMMEDIATE ATTENTION IS REQUIRED ------------------------------------ Recently, Hawaiian Airlines, Inc. announced an offer to purchase up to 5,880,000 shares of Hawaiian Airlines common stock for cash at a price of $4.25 per share based upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase for Cash (the "Offer") dated May 31, 2002. As a participant in the Hawaiian Airlines, Inc. 401(k) Savings Plan (the "Plan"), YOU ARE BEING ASKED TO DIRECT VANGUARD FIDUCIARY TRUST COMPANY ("VANGUARD"), THE TRUSTEE OF YOUR PLAN, WHETHER TO TENDER OR NOT TO TENDER IN RESPONSE TO THE OFFER ALL OR A PORTION OF THE SHARES OF HAWAIIAN AIRLINES COMMON STOCK ALLOCABLE TO YOUR SEPARATE PLAN ACCOUNT. This letter contains information about the Offer and describes how you can provide directions to Vanguard with respect to your shares. YOU SHOULD CAREFULLY REVIEW THE ENCLOSED OFFER ---------------------------------------------- On May 31, 2002, Hawaiian Airlines filed the Offer with the Securities and Exchange Commission. You should carefully review this information before providing directions to Vanguard. You will notice that Hawaiian Airlines has offered to purchase a specific number of shares of its common stock. Please note that if you instruct Vanguard to tender your shares for cash in response to the Offer, Hawaiian Airlines may not buy all of your tendered shares. This would happen if more shares are tendered than Hawaiian Airlines has offered to buy. In this case, the number of shares purchased from all who successfully tender will be reduced, pro rata. For more information on this aspect of the Offer, please read page 7 of the enclosed Offer. THE DECISION IS YOURS --------------------- As a Participant in the Plan, you are strongly encouraged to direct Vanguard whether to tender or not to tender all or a portion of the Hawaiian Airlines common stock in your Plan account. You can provide your tender instructions by completing and returning the enclosed "Tender Offer Instruction Form" to Vanguard. PLEASE NOTE THAT THE TERMS OF THE PLAN GENERALLY PROVIDE THAT VANGUARD WILL NOT TENDER ANY SHARES FOR WHICH IT DOES NOT RECEIVE TIMELY INSTRUCTIONS. IN ORDER FOR YOU TO DIRECT VANGUARD, THE TENDER OFFER INSTRUCTION FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON NEW YORK CITY TIME ON MONDAY, JUNE 24, 2002 (THE "PLAN DEADLINE"). Post Office Box 2900 o Valley Forge Pennsylvania 19482-2900 o (610) 669-1000 Please note that timely instructions provided to Vanguard will be followed with respect to shares in your account as of the Plan Deadline. For example, if additional shares of Hawaiian Airlines common stock are allocated to your Plan account before the Plan Deadline, the instructions you give will also be followed with respect to those additional shares. ENCLOSED INFORMATION -------------------- Enclosed for your consideration are the following materials about the Offer: 1. The Hawaiian Airlines, Inc. Offer to Purchase for Cash dated May 31, 2002, which contains important details about the Offer that you should review; 2. A Tender Offer Instruction Form; and 3. A postage-paid reply envelope. PLEASE NOTE THAT NEITHER HAWAIIAN AIRLINES NOR ITS BOARD OF DIRECTORS ISSUED A RECOMMENDATION IN RELATION TO THE OFFER. Also note that the enclosed information relates only to your shares of Hawaiian Airlines common stock in the Plan. If you own shares of Hawaiian Airlines outside of your Plan, you should receive separate mailings relating to those shares. ALLOCATION OF TENDER PROCEEDS ----------------------------- The cash paid to the Plan in exchange for any shares that are accepted for tender will be deposited into the Prime Money Market Fund for your separate account. Any shares not tendered will remain in the Hawaiian Airlines stock fund. If you want to exchange the tender proceeds out of the Prime Money Market you may do so by calling a Vanguard Participant Services associate. In accordance with the Plan, you may NOT reinvest any of the tender proceeds in the Hawaiian Airlines stock fund. PROVIDING YOUR CONFIDENTIAL INSTRUCTION --------------------------------------- You are strongly encouraged to direct Vanguard as to whether you wish to tender or not to tender all or a portion of the Hawaiian Airlines shares in your Plan account. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. TO INSTRUCT VANGUARD, PLEASE PROMPTLY COMPLETE, SIGN AND DATE THE ENCLOSED TENDER OFFER INSTRUCTION FORM AND FAX IT TOLL-FREE TO VANGUARD AT (877) 226-7171 BY THE PLAN DEADLINE. If you wish, you may mail it to Vanguard in the enclosed postage-paid reply envelope so that it is received before the Plan Deadline. Please keep in mind that using the mail option may delay delivery and could result in your instruction not being received in time to be acted upon if you wish to have Vanguard tender the shares allocated to your account. QUESTIONS AND ADDITIONAL INFORMATION ------------------------------------ If you have any questions about the Offer, please contact Mellon Investor Services LLC, the Information Agent for the Offer, toll free at (800) 549-9249. If you have questions on how to provide directions to Vanguard, please contact Vanguard Participant Services at (800) 523-1188. Very truly yours, Vanguard Fiduciary Trust Company EX-99 8 exa1n-sctoa1.txt EXHIBIT (A)(1)(N) EXHIBIT (a)(1)(N) ----------------- TENDER OFFER INSTRUCTION FORM ----------------------------- PARTICIPANTS IN THE HAWAIIAN AIRLINES, INC. 401(K) SAVINGS PLAN ------------------------------------------- BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ -------------------------------------------------- THE ACCOMPANYING INFORMATION In response to the Offer from Hawaiian Airlines dated May 31, 2002, for its shares of common stock, I hereby instruct Vanguard Fiduciary Trust Company to tender or not to tender Hawaiian Airlines, Inc. shares in my Plan account in response to the Offer as follows (PLEASE CHECK ONE BOX BELOW OR ENTER THE PERCENTAGE OF SHARES TO BE TENDERED, AND COMPLETE): ________ TENDER. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (100% will be tendered). ________%TENDER. I DIRECT VANGUARD TO TENDER A PORTION OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER (enter whole percentage only). ________ DO NOT TENDER. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. IMPORTANT: IF YOU DO NOT RESPOND, VANGUARD WILL NOT TENDER SHARES IN YOUR PLAN ACCOUNT. INSTRUCTION FORMS SIGNED AND RETURNED WITHOUT THE REQUIRED INFORMATION WILL BE INCOMPLETE AND, THEREFORE, WILL BE TREATED AS IF NO RESPONSE WAS PROVIDED. All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Hawaiian Airlines and any unions. If you have any questions about providing your instruction to Vanguard, please contact a Vanguard Participant Services associate at (800) 523-1188. NOTE: THIS FORM MUST BE RECEIVED BY 12:00 NOON NEW YORK CITY TIME ON JUNE 24, 2002, THE PLAN DEADLINE. TO ENSURE TIMELY DELIVERY YOU ARE STRONGLY ENCOURAGED TO FAX YOUR INSTRUCTION FORM TO VANGUARD'S ATTENTION AT (877) 226-7171. _______________________________________ Signature _______________________________________ Please Print Name _______________________________________ Social Security Number _______________________________________ Date _______________________________________ Daytime Phone Number -----END PRIVACY-ENHANCED MESSAGE-----