EXHIBIT 99.1
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FOR IMMEDIATE RELEASE Contact: Keoni Wagner
Thursday, May 2, 2002 (808) 838-6778
wagner@HawaiianAir.com
HAWAIIAN AIRLINES TO FORM NEW HOLDING COMPANY
HONOLULU - Hawaiian Airlines, Inc. (AMEX and PCX: HA) announced today
that it intends to form a holding company to be named "Hawaiian Holdings, Inc."
Hawaiian Airlines, Inc. will continue to be operated as a Hawaii corporation and
will become a wholly owned subsidiary of Hawaiian Holdings, Inc.
Hawaiian Airlines' current business, operations and management will
remain unchanged by the corporate restructuring.
Hawaiian Holdings, Inc. will be a Delaware corporation and will be
publicly traded under the symbol "HA" on the American Stock Exchange (AMEX) and
the Pacific Exchange (PCX).
The company's restructuring is subject to approval by the shareholders
of Hawaiian Airlines. Shareholders will be asked to vote on the restructuring at
the 2002 Annual Meeting of Shareholders of Hawaiian Airlines, Inc., which is
currently scheduled for June 14, 2002, but subject to change pending completion
and mailing of final proxy materials to shareholders.
As a result of the restructuring, shares of Hawaiian Airlines will be
converted into shares of Hawaiian Holdings on a tax-free, one-to-one basis.
Thus, shareholders of Hawaiian Airlines will become shareholders of Hawaiian
Holdings in the same ownership percentage they held in Hawaiian Airlines.
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Hawaiian Airlines To Form New Holding Company
Thursday, May 2, 2002
Page 2
John W. Adams, Chairman of the Board of Hawaiian Airlines, said, "The
holding company structure will provide us with strategic and operational
flexibility that is not currently available to us. Delaware is widely known for
the predictability and flexibility of its corporate law, and incorporating there
will help us realize the potential benefits that the holding company structure
has to offer."
ABOUT HAWAIIAN AIRLINES
Founded in 1929 as Inter-Island Airways, Hawaiian Airlines is the first
and largest Hawaii-based airline. From Honolulu, Hawaiian Airlines provides
scheduled and charter air transportation of passengers, cargo and mail among the
islands of Hawaii and between Hawaii and seven Western U.S. gateway cities and
two destinations in the South Pacific. The nation's 12th-largest carrier, it is
also the second-largest provider of transpacific air service between the U.S.
mainland and Hawaii. Additional information on Hawaiian Airlines is available
on-line at www.HawaiianAir.com.
CAUTIONARY STATEMENT
This document contains forward-looking statements. Statements that are
not historical fact, including statements about the beliefs and expectations of
Hawaiian Airlines, constitute forward-looking statements. Forward-looking
statements speak only as of the date they are made, and Hawaiian Airlines does
not undertake any obligation to update publicly any of them in light of new
information or future events.
Forward-looking statements involve inherent risks and uncertainties.
Hawaiian Airlines cautions that a number of important factors could cause actual
results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to, those described in
periodic reports and other documents filed with the Securities and Exchange
Commission (SEC) by Hawaiian Airlines and the risks associated with the proposed
restructuring and the realization of anticipated benefits. Investors should
evaluate any statements in light of these important factors.
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Hawaiian Airlines To Form New Holding Company
Thursday, May 2, 2002
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Hawaiian Holdings and Hawaiian Airlines will be filing a preliminary
proxy statement/prospectus and other relevant documents concerning the proposed
restructuring with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED RESTRUCTURING. Investors and security holders will
be able to obtain these documents as they become available free of charge at the
SEC's website (www.sec.gov), or at the SEC's public reference room located at
450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room. In
addition, documents filed with the SEC by Hawaiian Holdings or Hawaiian Airlines
may be obtained free of charge by contacting Hawaiian Airlines, Inc., Attn:
Investor Relations (tel: 808-835-3700). INVESTORS AND SECURITY HOLDERS SHOULD
READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
Hawaiian Airlines and certain other persons referred to below may be
deemed to be participants in the solicitation of proxies of Hawaiian Airlines'
shareholders to approve the restructuring proposal. The participants in this
solicitation may include the directors and officers of Hawaiian Airlines, who
may have an interest in the transaction as a result of beneficially holding
shares or options of Hawaiian Airlines. A detailed list of the names and
interests of Hawaiian Airlines' directors and executive officers, and of their
beneficial ownership interests in Hawaiian Airlines, is contained in the proxy
statement for the 2001 annual meeting, which may be obtained without charge at
the SEC's website (www.sec.gov). An updated list will be included in the
preliminary proxy statement/prospectus for the 2002 annual meeting.