Hawaiian Airlines Commences Tender Offer

Hawaiian Airlines, Inc. (AMEX and PCX: HA) has announced that it will commence a tender offer to purchase for cash up to 5,880,000 shares of its own common stock at a price of $4.25 per share. This represents approximately 17.46% of the company’s outstanding common stock. The offer will commence on May 31, 2002 and is set to expire at 12:00 midnight, New York City time, on June 27, 2002, unless extended.

On May 30, the last trading day prior to the commencement of the tender offer, the closing price per share of the common stock on the AMEX was $3.25. The terms of the tender offer are described more fully in the Offer to Purchase, Letter of Transmittal and related documents. These documents are being mailed to shareholders of the company.

Airline Investors Partnership, L.P. (AIP), the majority shareholder of Hawaiian Airlines, has informed the company that it intends to tender all of its 18,181,818 shares, on the condition that in no event will the company accept for payment more than that number of AIP’s shares that would cause its ownership interest in Hawaiian Airlines, following completion of the offer, to be less than or equal to 50.0 percent. Therefore, the number of shares that shareholders ultimately surrender for purchase will likely be less than the number of shares they tender pursuant to applicable proration procedures.

John W. Adams, chairman, chief executive officer and president, said, “We believe that this tender offer allows shareholders the opportunity to realize a portion of their investment in Hawaiian Airlines while retaining a continuing equity interest in our company. Also, shareholders who choose not to tender their shares may also benefit from this offer because they will own a larger interest in our company with fewer shares outstanding.” Adams noted, however, that neither the Board of Directors nor Hawaiian Airlines is making any recommendation to any shareholder as to whether to tender or refrain from tendering shares into the offer.

The company has tentatively scheduled its 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.


Shareholders may obtain additional information about the tender offer by contacting Mellon Investor Services LLC, the Information Agent for the tender offer, toll free at (800) 549-9249.

Founded in 1929 as Inter-Island Airways, Hawaiian Airlines is the first and largest Hawaii-based airline. 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.