HAWAIIAN AIRLINES INC/HI 3/A
3/A · HAWAIIAN AIRLINES INC/HI · Filed May 29, 2002
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (1)
- [1]The Reporting Person is the President and sole stockholder of TurnWorks, Inc. ("TurnWorks") which is the sole stockholder of TurnWorks Acquisition III, Inc., a Delaware corporation ("TurnWorks Acquisition"). The Reporting Person is also the President of TurnWorks Acquisition. On December 19, 2001, TurnWorks, TurnWorks Acquisition, the Issuer and Aloha Airgroup, Inc. ("Aloha") entered into an Agreement and Plan of Merger (the "Merger Agreement"), and TurnWorks, Aloha and Airline Investors Partnership, L.P., a Delaware limited partnership ("AIP") which, as of such date owned 18,181,818 shares (the "AIP Shares") of Common Stock, entered into a Voting Agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, AIP agreed to vote to approve the Merger Agreement and the transactions contemplated thereby at a meeting of the stockholders of the Issuer. Because TurnWorks was the beneficiary of this Voting Agreement, and because the Reporting Person was granted an irrevocable proxy under this Voting Agreement, they may have been deemed to be the beneficial owners of the AIP Shares; however, pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, The Reporting Person disclaimed, on behalf of himself individually and on behalf of TurnWorks and TurnWorks Acquisition, beneficial ownership of such AIP Shares. On April 18, 2002, the Issuer delivered a notice terminating the Merger Agreement, and therefore the Voting Agreement, under which TurnWorks was a beneficiary and The Reporting Person was granted an irrevocable proxy, terminated on May 18, 2002. Accordingly, no grounds whatsoever exist anymore for deeming the Reporting Person, TurnWorks or TurnWorks Acquisition to beneficially own the AIP Shares.