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As Filed with the Securities and Exchange Commission on May 3, 2002.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HAWAIIAN HOLDINGS, INC.
(Exact name of registrant as specified in its Charter)

DELAWARE 4521 71-0879698
(State or other jurisdiction of
incorporation or organization)		 (Primary Standard Industrial
Classification Code Number)		 (I.R.S. Employer
Identification Number)

3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96819
(808) 835-3700
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Lyn F. Anzai, Esq.
Secretary
Hawaiian Holdings, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96819
(808) 835-3700
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:

Judith R. Thoyer, Esq.   David J. Reber, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison   Goodsill Anderson Quinn & Stifel LLP
1285 Avenue of the Americas   1099 Alakea Street, Suite 1800
New York, NY 10019   Honolulu, HI 96813
(212) 373-3000   (808) 547-5600

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE


Title of Each Class of
Securities to be Registered		   Amount to be
Registered (1)		   Proposed Maximum
Offering Price Per
Share		   Proposed Maximum
Aggregate Offering
Price (2)		   Amount of
Registration Fee
Shares of Common Stock   19,538,861   N/A   N/A   N/A
Total   N/A   N/A   $60,570,469   $5,573
(1)
The number of shares of the common stock of Hawaiian Holdings, Inc. (the "Registrant") that are being registered hereunder is equal to the maximum number of such shares to be issued in the merger of HA Sub Inc. ("Hawaiian MergerSub") with and into Hawaiian Airlines, Inc. ("Hawaiian") in accordance with the Agreement and Plan of Merger described in the enclosed proxy statement/prospectus, including (i) 3,018,000 shares of common stock of Hawaiian issuable upon the exercise of outstanding options of Hawaiian and (ii) 852,955 shares of Hawaiian common stock that Hawaiian has committed to issue to certain of its pilots after the date of this filing.
(2)
Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), the registration fee is based on $60,570,469 (the product of 19,538,861 (the number of shares of the Registrant's common stock to be registered hereunder and $3.10, the average of the high and low sale prices of Hawaiian's common stock, as reported by the American Stock Exchange, Inc., on April 29, 2002)).

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

[Hawaiian Logo]


PROXY STATEMENT/PROSPECTUS
REORGANIZATION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Shareholder:

        On behalf of the board of directors, we are pleased to invite you to the 2002 annual meeting of shareholders of Hawaiian Airlines, Inc. The meeting will be held on [June 14], 2002 at [10:00 a.m.], Hawaii standard time, in [the Regency Room at the Royal Hawaiian Hotel, 2259 Kalakaua Avenue, Honolulu, Hawaii. Parking in the adjoining Sheraton Waikiki facility will be validated].

        At the annual meeting, in addition to electing 11 directors, you will be asked to consider and vote on a proposal to reorganize our company into a holding company structure under which our present company will become a subsidiary of a new Delaware corporation named Hawaiian Holdings, Inc. and you will become a shareholder of this new Delaware holding company. We refer to this proposal in the proxy statement/prospectus as the "reorganization proposal."

        Upon completion of the reorganization, our present company will remain a Hawaii corporation, and our current business, operations and management will remain the same. Implementing the holding company structure, however, will provide us with strategic, operational and financing flexibility, and incorporating the new holding company in Delaware will allow us to take advantage of the flexibility, predictability and responsiveness that Delaware corporate law provides.

        The reorganization proposal involves the merger of Hawaiian Airlines, Inc., a Hawaii corporation, which we refer to in this proxy statement/prospectus as "Hawaiian," with another Hawaii corporation and a wholly owned subsidiary of Hawaiian Holdings, Inc., a Delaware corporation, which we refer to in this proxy statement/prospectus as "Hawaiian Holdings." In the reorganization, your existing shares of Hawaiian stock will be converted automatically into shares of Hawaiian Holdings stock. You will own the same number of shares of Hawaiian Holdings common stock as you now own of Hawaiian common stock, and your shares will represent the same ownership percentage of Hawaiian Holdings as you have of Hawaiian. In addition, the reorganization will generally be tax-free for Hawaiian shareholders. As a shareholder of a public Delaware corporation, however, you will have different rights than as a shareholder of a Hawaii corporation. These differences are summarized in this proxy statement/prospectus.

        We expect the shares of Hawaiian Holdings common stock to trade under the ticker symbol "HA" on the American Stock Exchange (AMEX) and the Pacific Exchange (PSE). Shares of Hawaiian common stock are currently traded under the "HA" symbol on these exchanges. On •, 2002, the closing price per Hawaiian share was $•. On May 2, 2002, the last trading day before the announcement of the reorganization proposal, the closing price per Hawaiian share was $3.15.

        In order to implement the reorganization proposal, we need shareholders to adopt and approve the related merger agreement. Our board of directors has carefully considered the reorganization proposal and the related transactions described in this proxy statement/prospectus and believes that they are advisable, fair to and in the best interest of our shareholders, and recommends that you vote FOR the reorganization proposal. Whether or not you plan to attend your annual meeting, please take the time to vote by completing and mailing the enclosed proxy card to us (if you are a record holder) or the appropriate financial institution (if you hold your shares through a broker or other institution) or by voting by telephone.

        If you need special assistance at the annual meeting because of a disability, please contact Ms. Audrey Yuh, Investor Relations, Hawaiian Airlines, Inc., P.O. Box 30008, Honolulu, Hawaii 96820.

        Your board of directors and management look forward to greeting those of you who are able to attend the annual meeting. For additional information about Hawaiian, please see the enclosed 2001 annual report. The accompanying notice of meeting and proxy statement/prospectus provide specific information about the annual meeting and explain the reorganization proposal and the election of our


directors. Please read these materials carefully. In particular, you should consider the discussion of risk factors beginning on page 7 before voting on the reorganization proposal.

        Thank you for your continued support and interest in Hawaiian.

[John W. Adams' signature]   [Paul J. Casey's signature]
John W. Adams
Chairman of the Board of Directors		   Paul J. Casey
Vice Chairman of the Board of Directors,
Chief Executive Officer and President

        Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

        This proxy statement/prospectus is dated •, 2002 and is being first mailed to Hawaiian shareholders on or about •, 2002.


HAWAIIAN AIRLINES, INC.
3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96819

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on [June 14], 2002

To the Shareholders of Hawaiian Airlines, Inc.:

        On [June 14], 2002, Hawaiian Airlines, Inc. will hold the annual meeting of its shareholders at [10:00] a.m., Hawaii standard time, in [the Regency Room at the Royal Hawaiian Hotel, 2259 Kalakaua Avenue, Honolulu, Hawaii. Parking in the adjoining Sheraton Waikiki facility will be validated].

        We fixed the close of business on April 19, 2002 as the record date for shareholders entitled to vote at the annual meeting or any adjournment of the meeting. In order to be admitted to the meeting, shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership on the record date.

        At the annual meeting, we will do the following:

        The election of the 11 director nominees requires a plurality of the votes cast by the shares of our common and special preferred stock entitled to vote in the election at the meeting, voting as a single voting group.

        The approval of the reorganization proposal requires the affirmative vote of:

        Airline Investors Partnership, L.P., our controlling shareholder (which we refer to as "AIP"), owns approximately 52.76% of the outstanding shares of our common and special preferred stock and a majority of the outstanding shares of our special preferred stock. AIP has informed us that it intends to vote its shares in favor of the reorganization proposal. The voting of all of AIP's shares of special preferred stock in favor of the reorganization proposal will assure the necessary vote for the approval of the separate voting group comprised of the holders of special preferred stock. The voting of AIP's shares of common stock in favor of the reorganization proposal is insufficient to ensure that the 75% voting requirement will be satisfied.

        It is important that you vote your shares on the reorganization proposal. If you do not return the proxy or vote at the meeting, the effect will be the same as a vote against the reorganization proposal. Whether or not you plan on attending the annual meeting, please read carefully the proxy statement/


prospectus appearing on the following pages and then complete, sign and date the proxy card and return it in the enclosed prepaid envelope or follow the instructions contained on the proxy card for voting by telephone.

        Shareholders as of the record date are entitled to assert dissenters' rights under Part XIV of Chapter 414 of the Hawaii Revised Statutes with respect to the reorganization proposal. A copy of Part XIV is attached as Appendix XI to the accompanying proxy statement/prospectus. A summary of the dissenters' rights of shareholders, and of the procedural steps that must be strictly followed by shareholders wishing to perfect and pursue their dissenters' rights, is set forth in the proxy statement/prospectus under "Proposal Two: The Reorganization—Rights of Dissenting Shareholders."


ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about Hawaiian from the annual report to shareholders for the year ended December 31, 2001 that is delivered with this proxy statement/prospectus and other documents that are not included in or delivered with this proxy statement/prospectus. The incorporated information that is not included in or delivered with this proxy statement/prospectus is available to you without charge upon your written or oral request. You can obtain any document that is incorporated by reference in this proxy statement/prospectus, excluding all exhibits that have not been specifically incorporated by reference, by requesting it in writing or by telephone from us at the following address or telephone number:

        If you would like to request any documents, please do so by •, 2002 [5 business days prior to the annual meeting] in order to receive them before the annual meeting. See "Where You Can Find More Information."

        In addition, if you have any questions about the reorganization proposal, you may contact:

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus is a part to vote on the reorganization proposal. No one has been authorized to provide you with information that is different from what is contained in this document or in the incorporated documents.

        This proxy statement/prospectus is dated •, 2002. You should not assume the information contained in this proxy statement/prospectus is accurate as of any date other than this date, and neither the mailing of this proxy statement/prospectus to shareholders nor the issuance of the Hawaiian Holdings common stock in the reorganization shall imply information is accurate as of any other date.


TABLE OF CONTENTS

QUESTIONS AND ANSWERS   1
SUMMARY OF THE REORGANIZATION PROPOSAL   5
  The Principal Parties   5
  What You Will Receive in the Reorganization   5
  Conditions to Completion of the Reorganization   5
  Regulatory Requirements   6
  Termination of the Merger Agreement   6
  Related Transactions   6
  Markets and Market Prices   6
  Certain Financial Information   6
RISK FACTORS   7
  We may not obtain the expected benefits of our reorganization into a holding company structure.   7
  As a holding company, Hawaiian Holdings will be totally dependent on dividends from its operating subsidiaries to pay dividends and other obligations.   7
  As with Hawaiian, anti-takeover provisions in Hawaiian Holdings' restated certificate of incorporation and amended by-laws and in the existing stockholders agreement to which Hawaiian Holdings and AIP LLC will become parties may delay or prevent a third party acquisition of Hawaiian Holdings, which could decrease the value of its common stock.   7
  As a shareholder of a Delaware corporation, your rights after the reorganization will be different from, and may be less favorable than, your current rights as a shareholder of a Hawaii corporation.   8
  Because AIP LLC will initially control a majority of the outstanding Hawaiian Holdings stock and six of the 11 Hawaiian Holdings board seats as AIP did with Hawaiian, the significance of the voting rights of the minority shareholders in Hawaiian Holdings will be limited in a manner similar to Hawaiian.   9
  As with Hawaiian, shares eligible for future sale could impact the price of Hawaiian Holdings common stock.   9
  The proposed reorganization into a holding company structure may result in substantial direct and indirect costs whether or not completed.   10
  The exercise of dissenters' rights in respect of a significant number of shares of Hawaiian stock would increase the cash requirements of the reorganization and could harm our financial condition.   10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   11
ANNUAL MEETING OF HAWAIIAN SHAREHOLDERS   12
PROPOSAL ONE: ELECTION OF DIRECTORS   15
PROPOSAL TWO: THE REORGANIZATION   18
  Reasons for the Reorganization; Recommendation of our Board   18
  Reorganization Procedure   19
  What Hawaiian Shareholders Will Receive in the Reorganization   20
  Hawaiian Stock Options and Other Rights to Receive Hawaiian Stock   21
  Exchange of Stock Certificates   21
  Conditions to Reorganization   21
  Effectiveness of Reorganization   22
  Termination of Merger Agreement   22
  Amendment of Merger Agreement   22
  Related Transactions   22
  Material U.S. Federal Income Tax Consequences   22
  Anticipated Accounting Treatment   24
  Regulatory Requirements   24
  Listings of Hawaiian Holdings Common Stock on the American Stock Exchange and the Pacific Exchange; De-listing and De-registration of Hawaiian Common Stock   24
  Restrictions on the Sale of Hawaiian Holdings Shares   24
  Rights of Dissenting Shareholders   25
DESCRIPTION OF HAWAIIAN HOLDINGS CAPITAL STOCK   29
DESCRIPTION OF HAWAIIAN CAPITAL STOCK   37
COMPARATIVE RIGHTS OF HOLDERS OF HAWAIIAN HOLDINGS CAPITAL STOCK AND HAWAIIAN CAPITAL STOCK   45
INFORMATION ABOUT HAWAIIAN   62
MANAGEMENT, EXECUTIVE COMPENSATION AND RELATED PARTY TRANSACTIONS   63
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   77
LEGAL OPINIONS   80
EXPERTS   80
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS   80
DEADLINE FOR SUBMITTING FUTURE SHAREHOLDER PROPOSALS   80
WHERE YOU CAN FIND MORE INFORMATION   80
ANNEX I: AGREEMENT AND PLAN OF MERGER   I-1
ANNEX II: FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWAIIAN HOLDINGS, INC.   II-1
ANNEX III: FORM OF AMENDED BY-LAWS OF HAWAIIAN HOLDINGS, INC.   III-1
ANNEX IV: DISSENTERS' RIGHTS SECTIONS UNDER THE HAWAII BUSINESS CORPORATION ACT   IV-1


QUESTIONS AND ANSWERS

        In this proxy statement/prospectus, the terms "we," "us" or "our" refer to Hawaiian Holdings, Inc., the new Delaware corporation, and Hawaiian Airlines, Inc., the current Hawaii corporation (which will become a subsidiary of Hawaiian Holdings, Inc. upon completion of the proposed reorganization), when the distinction between the two companies is not important to the discussion. When the distinction between the two companies is important to the discussion, we use the term "Hawaiian Holdings" to refer to Hawaiian Holdings, Inc. and "Hawaiian" to refer to Hawaiian Airlines, Inc.

Q:
What is the reorganization proposal?

A:
We are asking you to approve a merger agreement that would result in our reorganization into a Delaware holding company structure. Under the merger agreement, Hawaiian, a Hawaii corporation, will become a wholly-owned subsidiary of Hawaiian Holdings, Inc., a Delaware corporation, and the current shareholders of Hawaiian will become shareholders of Hawaiian Holdings with the same number and percentage of shares. The merger agreement, which sets forth the plan of merger and is the primary legal document that governs the merger, is attached as Annex I to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully.

Q:
Why are you forming a Delaware holding company?

A:
We are forming a holding company:

•
to take advantage of the benefits of Delaware corporate law;

•
to provide us with greater strategic, business and administrative flexibility, which may allow us to acquire or form other businesses, if and when appropriate and feasible, that may be owned and operated by us, but which could be separate from our airline business; and

•
to enable us, if and when appropriate, to issue debt and equity at different corporate levels.
Q:
What will happen to my stock?

A:
In the reorganization, your shares of common and special preferred stock will automatically convert into the same number of shares of common stock of Hawaiian Holdings. As a result, you will become a shareholder of Hawaiian Holdings and will own the same number and percentage of shares of Hawaiian Holdings common stock that you now own of Hawaiian common and special preferred stock. We expect the Hawaiian Holdings common stock will be listed on the AMEX and the PSE under the symbol "HA."
Q:
How will being a Hawaiian Holdings shareholder be different from being a Hawaiian shareholder?

A:
After the reorganization, you will own the same number and percentage of shares of Hawaiian Holdings common stock that you now own of Hawaiian common and special preferred stock. However, you will own shares of a holding company that owns our airline business, instead of owning our airline business directly. In addition, as a shareholder of Hawaiian Holdings, your rights will be governed by Delaware corporate law and the charter documents of the Delaware corporation. These rights are different from, and may be more or less favorable to you depending on the circumstances than, the rights that you currently have as a shareholder of a Hawaii corporation. For more information, see "Description of Hawaiian Holdings Capital Stock," "Description of Hawaiian Capital Stock" and "Comparative Rights of Holders of Hawaiian Holdings Capital Stock and Hawaiian Capital Stock."
Q:
Will the management or the business of the company change as a result of the reorganization?

A:
No. The management and business of our company will remain the same after the reorganization.

Q:
Will I have to turn in my stock certificates?

A:
No. Do not turn in your stock certificates. We will not require you to exchange your stock certificates as a result of the reorganization. After the reorganization, your Hawaiian common and special preferred stock certificates will represent the same number of shares of Hawaiian Holdings common stock.

Q:
Does formation of a holding company affect my federal income taxes?

A:
The proposed reorganization will be a tax-free transaction under federal income tax laws. We expect that you will not recognize any gain or loss for federal income tax purposes upon your receipt of Hawaiian Holdings stock in exchange for your shares of Hawaiian stock in the reorganization. The tax consequences to you will depend on your own situation. You should consult your own tax advisors concerning the specific tax consequences of the reorganization to you, including any foreign, state, or local tax consequences of the reorganization. For further information, see "Proposal Two: The Reorganization—Material U.S. Federal Income Tax Consequences."

Q:
How will the reorganization be treated for accounting purposes?

A:
For accounting purposes, our reorganization into a holding company structure will be treated as a merger of entities under common control. The accounting treatment for such events is similar to the former "pooling of interests method." Accordingly, the financial position and results of operations of Hawaiian will be included in the consolidated financial statements of Hawaiian Holdings on the same basis as currently presented.

Q:
Who are the 11 director nominees?

A
The nominating committee of our board of directors has recommended John W. Adams, Paul J. Casey, Todd G. Cole, Robert G. Coo, Joseph P. Hoar, Reno F. Morella, Samson Poomaihealani, Edward Z. Safady, Sharon L. Soper, Thomas J. Trzanowski and William M. Weisfield for election to our board of directors. These nominees have a broad range of relevant experience and are the current members of your board of directors. If they are elected, these directors will also serve as the initial directors of Hawaiian Holdings after the completion of the reorganization.

Q:
When is the annual meeting? What are the matters being considered?

A:
Our annual meeting will be held on [June 14], 2002 at [10:00 a.m.], Hawaii standard time, in the [Regency Room at the Royal Hawaiian Hotel, 2259 Kalakaua Avenue, Honolulu, Hawaii]. At the meeting, shareholders will be asked to elect eleven directors, approve the merger agreement relating to the reorganization proposal, and act on any other business that may properly come before the meeting. These matters are independent of each other. We do not know of any matters other than those discussed in this proxy statement/prospectus that may come before the meeting. Our management will also report on our performance during the past year and respond to appropriate questions from shareholders.

Q:
Who is entitled to attend and vote at the meeting?

A:
Any holder of record of Hawaiian common or special preferred stock at the close of business on April 19, 2002, the record date, is entitled to attend and vote at the meeting. On the record date we had 34,464,324 shares of common stock and seven shares of special preferred stock outstanding.

2

Q:
What will constitute a quorum at the meeting?

A:
Holders of a majority of our common and special preferred stock issued, outstanding and entitled to vote on the record date must be present at the meeting, either in person or by proxy, to establish a quorum. Proxies that we receive that are marked "withhold" or "abstain" will be considered present at the meeting for purposes of establishing a quorum.

Q:
How do I vote?

A:
After carefully reading and considering the information contained in this proxy statement/prospectus, you should vote your shares by following the instructions contained in this proxy statement/prospectus and the proxy card included with it, so that your shares may be represented at the annual meeting. If you do not vote or if you abstain on the reorganization proposal, the effect will be a vote against the reorganization proposal.
Q:
Do I need to attend the annual meeting in person?

A:
No. It is not necessary for you to attend the meeting to vote your shares, although we invite you to attend.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
You may change your vote at any time before your shares are voted at the annual meeting. This proxy statement/prospectus contains instructions on how to change your vote. If you have instructed your broker to vote your shares, you must follow directions received from your broker to change those instructions.

Q:
If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:
On the election of directors, your broker may vote your shares even if you do not provide your broker with instructions on how to vote.
Q:
What vote is required to approve each proposal?

A:
For the election of directors, the nominees who receive the most votes will be elected no matter how many votes are cast. Therefore, if you do not vote for a particular nominee, or if you withhold authority for one or all of the nominees, your vote will not count either for or against the nominee.

3

Q:
What percentage of the outstanding shares do directors and executive officers hold?

A:
As of April 19, 2002, directors, executive officers and their affiliates own:

•
58.66% of the outstanding shares of our common stock; and

•
57.14% of our special preferred stock.
Q:
If the shareholders approve the reorganization, when will it occur?

A:
We would like to complete the reorganization as soon as possible after the annual meeting. In order to complete the reorganization, we must first obtain the approval of specified regulatory agencies, including the FCC. We plan to complete the reorganization immediately after obtaining shareholder approval, unless these approvals have not been obtained at that time.

Q:
Do I have dissenters' (or appraisal) rights?

A:
Yes. Holders of Hawaiian common stock have dissenters' rights under Hawaii law as a result of the reorganization if they do not vote in favor of the reorganization proposal and if they comply with other requirements of Hawaii law. You should read carefully the explanation of these rights under "Proposal Two: The Reorganization—Rights of Dissenting Shareholders.

Q:
Whom do I contact if I have questions about the annual meeting or the reorganization proposal?

A:
You may contact:

4



SUMMARY OF THE REORGANIZATION PROPOSAL

        This summary highlights key aspects of the reorganization proposal, including the merger agreement and related transactions, that are described in greater detail elsewhere in this proxy statement/prospectus. It does not contain all of the information that may be important to you. To better understand the reorganization proposal, and for a more complete description of the legal terms of the merger agreement and the related transactions, you should read this entire document carefully, including the Annexes, and the additional documents to which we refer you. You can find information with respect to these additional documents in "Where You Can Find More Information."


The Principal Parties
(Page 62)

        Founded in 1929 as Inter-Island Airways, Hawaiian Airlines, Inc. or Hawaiian, is the first and largest Hawaii-based airline. From Honolulu, Hawaiian 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. Hawaiian had revenue of approximately $607 million in 2000 and $612 million in 2001 and had approximately 3,069 employees as of December 31, 2001.

        Hawaiian Holdings, Inc. or "Hawaiian Holdings," was formed as a wholly owned subsidiary of Hawaiian in order to effect the reorganization. Prior to the reorganization, Hawaiian Holdings will have no assets or operations other than incident to its formation. After the reorganization, Hawaiian will be a wholly owned subsidiary of Hawaiian Holdings, and the shareholders of Hawaiian will be the shareholders of Hawaiian Holdings.


What You Will Receive in the Reorganization
(Page 20)

        In the reorganization, each outstanding whole share of common and special preferred stock of Hawaiian, other than shares owned by AIP, Inc., will convert automatically into one share of common stock of Hawaiian Holdings.

        In addition, each of the outstanding options to purchase approximately 3.0 million shares of Hawaiian common stock, if not exercised before the completion of the reorganization, will become options to acquire, at the same exercise price, an identical number of shares of Hawaiian Holdings common stock. Each pilot employee of Hawaiian eligible to receive an allocation under the Hawaiian pilots' 401(k) plan of the approximately 852,955 shares of Hawaiian common stock will become eligible to receive an allocation under the Hawaiian pilots' 401(k) plan of an identical number of shares of Hawaiian Holdings common stock.


Conditions to Completion of the Reorganization
(Page 21)

        The completion of the reorganization depends on the satisfaction or waiver of a number of conditions, including, but not limited to, the following:

5


Regulatory Requirements
(Page 24)

        The completion of the reorganization is subject to obtaining regulatory reviews, licenses and approvals. We will promptly make the necessary filings with the FCC in order to obtain the required licenses and their consent before we complete the reorganization.


Termination of the Merger Agreement
(Page 22)

        We may terminate the merger agreement, even after adoption by our shareholders, if our board of directors determines to do so.


Related Transactions
(Page 22)

        In connection with the reorganization, AIP will be restructured into a newly formed entity called AIP LLC. As part of the reorganization, Hawaiian Holdings will enter into several agreements with AIP LLC to replicate Hawaiian's existing arrangements with AIP. Hawaiian Holdings and AIP LLC will enter into a registration rights agreement granting AIP LLC substantially the same rights to have its shares of Hawaiian Holdings common stock registered for resale that AIP has with its shares of Hawaiian common stock. In addition, Hawaiian Holdings and AIP LLC will become parties to the existing stockholders agreement among Hawaiian, AIP and the three labor unions with board nomination rights, obligating AIP LLC to the same governance arrangements with respect to Hawaiian Holdings as AIP has Hawaiian.


Markets and Market Prices

        Hawaiian Holdings common stock is not currently traded on any stock exchange. Hawaiian common stock is traded under the symbol "HA" on the AMEX and the PSE, and we expect Hawaiian Holdings common stock to trade on these exchanges under the same symbol. On May 2, 2002, the last trading day before the public announcement of the proposed reorganization, the closing price per share of Hawaiian common stock was $3.15. On •, 2002, the most recent trading day for which prices were available prior to the printing of this proxy statement/prospectus, the closing price per share of Hawaiian common stock was $•.


Certain Financial Information

        We have not included complete pro forma financial comparative per share information concerning Hawaiian that gives effect to the reorganization because, immediately after the completion of the reorganization, the consolidated financial statements of Hawaiian Holdings will be substantially the same as Hawaiian's financial statements immediately prior to the reorganization, and the reorganization will result in the conversion of each share of Hawaiian common and special preferred stock into the right to receive one share of Hawaiian Holdings common stock.

6


RISK FACTORS

        In considering whether to vote in favor or the reorganization proposal, you should consider all of the information we have included in this proxy statement/prospectus, including its annexes, and all of the information included in the documents we have incorporated by reference, including the 2001 annual report to shareholders. In addition, you should pay particular attention to the risks described below.

We may not obtain the expected benefits of our reorganization into a holding company structure.

        We believe our reorganization into a holding company structure will provide us with benefits in the future. These expected benefits may not be obtained if market conditions or other circumstances prevent us from taking advantage of the strategic, business and financing flexibility that it affords us. As a result, we will incur the costs of the holding company structure without realizing the possible benefits. In addition, the holding company structure may not be successful in insulating the liabilities of our subsidiaries from each other or from Hawaiian Holdings. We or our future subsidiaries may be liable for the liabilities of one another, particularly if we do not observe corporate formalities or adequately capitalize ourselves or our future subsidiaries.

As a holding company, Hawaiian Holdings will be totally dependent on dividends from its operating subsidiaries to pay dividends and other obligations.

        After the completion of the reorganization, Hawaiian Holdings will be a holding company with no business operations of its own. Its only significant asset will be the outstanding capital stock of its subsidiaries, which will initially be Hawaiian only. As a result, it will rely on payments from Hawaiian or any subsidiaries that it may form in the future to meet its obligations. We currently expect that a significant portion of the earnings and cash flow of Hawaiian, which will become Hawaiian Holdings' wholly owned subsidiary, will be retained and used by it in its operations, including to service any debt obligations it may have now or in the future. Additionally, subsidiaries may be restricted in their ability to pay cash dividends or to make other distributions to Hawaiian Holdings, which may limit the payment of cash dividends or other distributions to the holders of Hawaiian Holdings common stock. Future credit facilities and other future debt obligations of Hawaiian Holdings, as well as statutory provisions, may limit the ability of Hawaiian Holdings and its subsidiaries to pay dividends.

As with Hawaiian, anti-takeover provisions in Hawaiian Holdings' restated certificate of incorporation and amended by-laws and in the existing stockholders agreement to which Hawaiian Holdings and AIP LLC will become parties may delay or prevent a third party acquisition of Hawaiian Holdings, which could decrease the value of its common stock.

        The restated certificate of incorporation and amended by-laws of Hawaiian Holdings and the existing stockholders agreement to which Hawaiian Holdings and AIP LLC will become parties upon completion of the reorganization contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors and principal shareholder. Many of these provisions are based on similar provisions that currently are contained in Hawaiian's articles of incorporation and by-laws. These provisions will:

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        In addition, the Transportation Act prohibits non-U.S. citizens from owning more than 25% of the voting interest of a U.S. air carrier or having control of a U.S. air carrier, and the certificate of incorporation of Hawaiian Holdings will contain provisions substantially the same as those currently in Hawaiian's articles of incorporation and by-laws that prohibit non-U.S. citizens from owning more than 25% of the voting stock. We believe that, upon completion of the reorganization, non-U.S. citizens will hold less than 1% of Hawaiian Holdings' voting stock. This foreign ownership restriction will limit the ability of a non-U.S. citizen to acquire a controlling block of Hawaiian Holdings common stock.

        The restated certificate of incorporation and amended by-laws of Hawaiian Holdings will contain additional provisions not contained in the articles of incorporation and by-laws of Hawaiian that may delay or prevent third party takeovers. These provisions will:

        Although we believe all of these provisions will make a higher third-party bid more likely by requiring potential acquirors to negotiate with the board of directors, these provisions will apply even if an initial offer may be considered beneficial to some shareholders.

As a shareholder of a Delaware corporation, your rights after the reorganization will be different from, and may be less favorable than, your current rights as a shareholder of a Hawaii corporation.

        After the completion of the reorganization, you will become a shareholder of a public company incorporated in the State Delaware instead of the State of Hawaii. As a result, your rights as a shareholder will be governed by Delaware corporate law as opposed to Hawaii corporate law. Because they are separate bodies of law, Delaware corporate law will be different from Hawaii corporate law. Although many of these differences will not have a significant impact on the rights of shareholders, some of these differences may be more or less favorable to shareholders. Some of the differences between Delaware and Hawaii corporate law that may be less favorable to shareholders after the completion of the reorganization include the following:

        These differences may limit the significance of your rights as a shareholder in these contexts. For a discussion of these and other differences between Delaware and Hawaii corporate law, see

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"Description of Hawaiian Holdings Capital Stock," "Description of Hawaiian Capital Stock" and Comparative Rights of Holders of Hawaiian Holdings Capital Stock and Hawaiian Capital Stock."

Because AIP LLC will initially control a majority of the outstanding Hawaiian Holdings stock and six of the 11 Hawaiian Holdings board seats as AIP did with Hawaiian, the significance of the voting rights of the minority shareholders in Hawaiian Holdings will be limited in a similar manner as in Hawaiian.

        AIP is the beneficial owner of approximately 52.76% of Hawaiian common stock and four of the seven shares of Hawaiian special preferred stock. Mr. Adams, currently the chairman of Hawaiian's board of directors, is the sole shareholder of the general partner of AIP and controls the voting of AIP's shares of Hawaiian stock. Hawaiian's amended by-laws give AIP the right to nominate six of our 11 directors until AIP ceases to own at least 35% of our common stock. In addition, through its share ownership, AIP has the power to prevent any shareholder action from being approved if it does not vote in favor of the proposed action. After the reorganization, AIP LLC will own the same number of shares of Hawaiian Holdings stock as AIP currently owns of Hawaiian stock with the same ownership percentage of Hawaiian Holdings as AIP has of Hawaiian, and Mr. Adams will be the sole managing member of AIP LLC. AIP LLC and Mr. Adams will therefore continue to have a controlling role in the outcome of all matters to be decided by our shareholders, including the election of directors and significant corporate transactions. These control rights, as well as other provisions in the organizational documents of Hawaiian Holdings, will minimize the significance of the voting rights of other holders of Hawaiian Holdings stock. See "Description of Hawaiian Holdings Capital Stock," "Description of Hawaiian Capital Stock" and "Comparative Rights of Holders of Hawaiian Holdings Capital Stock and Hawaiian Capital Stock."

As with Hawaiian, shares eligible for future sale could impact the price of Hawaiian Holdings common stock.

        The price of our common stock may be subject to significant fluctuation in the future, including as a result of the availability of shares for future sale. Substantially all of the outstanding shares of our common stock, other than shares held by our officers, directors and other affiliates, are freely tradable. Shares of our common stock held by our affiliates are subject to limitations on the number of shares that may be sold unless the sale of the shares is registered or is exempt from registration under the Securities Act.

        Under a registration rights agreement that will be entered into at the time the reorganization is completed, AIP LLC will have registration rights for the shares of Hawaiian Holdings common stock it holds that are substantially the same as the current registration rights of AIP. AIP LLC will have the right, on up to two occasions, to require us to register all or any portion of its shares under the Securities Act, at our expense. In addition, if we register any other shares of our common stock for public sale under the Securities Act at any time prior to the tenth anniversary of the reorganization, AIP LLC will have the right to include its shares in the registration.

        In addition, as of April 19, 2002, there were up to 3,018,000 shares of Hawaiian common stock reserved for issuance pursuant to the options granted under our 1994 Stock Option Plan, the 1996 Stock Incentive Plan and the 1996 Non-Employee Director Stock Option Plan. We were also obligated to issue, as of April 19, 2002, up to 852,955 shares of Hawaiian common stock to our pilots under Hawaiian's pilots' 401(k) plan in accordance with the Stock Allocation Agreement, dated May 2001, between Hawaiian and its pilots represented by ALPA (which we refer to as the 2001 pilots' agreement). As of April 19, 2002, our various 401(k) plans held an aggregate of approximately 5% of the outstanding shares of our common stock. Under the merger agreement, Hawaiian Holdings will assume the three existing Hawaiian stock option plans and the 2001 pilots' agreement. As a result, the outstanding options to acquire Hawaiian common stock will become options to acquire the same number of shares of Hawaiian Holdings common stock, and Hawaiian Holdings will issue the same

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number of shares of its common stock in the aggregate to the pilots under the 2001 pilots' agreement in each case, on substantially the same terms as currently in existence. Sales of these shares, depending on the volume, could adversely affect the trading prices of our common stock and, after the completion of the reorganization.

The proposed reorganization into a holding company structure may result in substantial direct and indirect costs whether or not completed.

        The reorganization may result in substantial direct costs. These costs and expenses are expected to consist primarily of attorneys' fees, accountants' fees, filing fees and financial printing expenses and will be substantially incurred prior to the vote of our shareholders. The reorganization may also result in certain indirect costs by diverting the attention of our management and employees from our business and resulting in increased administrative costs and expenses. These administrative costs and expenses will include keeping separate records and in some cases making separate regulatory filings for each of Hawaiian Holdings and our subsidiaries.

The exercise of dissenters' rights in respect of a significant number of shares of Hawaiian stock would increase the cash requirements of the reorganization and could harm our financial condition.

        Under Hawaii law, shareholders of Hawaiian who oppose the reorganization may exercise dissenters' rights to require us to purchase their shares at their "fair value" if the reorganization is completed. If shareholders exercise these dissenters' rights in respect of a significant number of shares and comply with all the applicable requirements of Hawaii law, we may be required to expend a significant amount of funds to purchase these shares, which would reduce our liquidity and may harm our financial condition. Those shareholders who exercise dissenters' rights may not receive consideration until some period of time after the reorganization is completed, and they may have to incur out-of-pocket costs in connection with appraisal proceedings. See "Proposal Two: The Reorganization—Rights of Dissenting Shareholders" and Annex IV.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains forward-looking statements with respect to the reorganization and the related transactions 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 proxy statement/prospectus 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. Forward-looking statements include:

        When used in this proxy statement/prospectus, 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 proxy statement/prospectus. 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 registration statement on Form S-4 that contains this proxy statement/prospectus.

        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:

        Further discussion of many of these factors is presented under "Risk Factors" and in the documents we have incorporated by reference, including the 2001 annual report to shareholders delivered with this proxy statement/prospectus. 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.

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ANNUAL MEETING OF HAWAIIAN SHAREHOLDERS

        Our board of directors is soliciting proxies from the holders of our common and special preferred stock for use at the annual meeting of our shareholders and at any adjournments or postponements of the meeting. This proxy statement/prospectus, together with the form of proxy, is expected to be first mailed to holders of our common and special preferred stock on or about • , 2002.

Date, Time and Place of the Annual Meeting

        The date, time and place of the annual meeting of our shareholders is as follows:

Date of the Meeting   [June 14], 2002

Time of the Meeting
 
[10:00 a.m.], Hawaii standard time

Place of the Meeting
 
[Regency Room at the Royal Hawaiian Hotel, 2259
Kalakaua Avenue Honolulu, Hawaii]

        Attendance at the annual meeting will be limited to:

        If you own shares of our common stock in the name of a bank, brokerage firm or other holder of record, you must show proof of ownership. This may be in the form of a letter from the holder of record or a recent statement from the bank or broker showing your ownership of our common stock on the record date. Any person claiming to be an authorized representative of a shareholder must produce written evidence of the authorization.

Shareholder Votes to be Held at the Annual Meeting

        The annual meeting of our shareholders will be held to:

        We do not expect that any matters other than the reorganization proposal and the election of 11 directors will be raised at the annual meeting. Under our amended by-laws, a shareholder may not present any proposed business at an annual meeting unless the shareholder gives written notice of the proposed business not more than 60 nor less than 30 days before the meeting, which in the case of the annual meeting scheduled for [June 14], 2002, would be [May 15], 2002. As of the date of this proxy statement/prospectus, we have not received notice of any proposed business from any stockholder. If, however, other matters are properly raised at the meeting, giving due effect to any requirements of law or our restated articles of incorporation or amended by-laws with respect to notice, the persons named as proxies will vote in their discretion.

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Record Date; Outstanding Shares

        We fixed the close of business on April 19, 2002 as the record date for the annual meeting. Only holders of record of shares of our common and special preferred stock on the record date are entitled to notice of and to vote at the annual meeting. On the record date, there were 34,464,324 shares of our common stock outstanding and entitled to vote at the annual meeting, held by approximately 1,020 shareholders of record. Additionally, there were seven shares of our special preferred stock outstanding and entitled to vote at the annual meeting, held by four shareholders of record. Of those shares of our common and special preferred stock, 20,038,615, or approximately 58.66%, were held by our directors and officers and their affiliates.

Vote and Quorum Requirements; Voting Commitment of AIP

        Holders of our common and special preferred stock are entitled to one vote per share. Votes cast by these holders will be counted to determine whether the reorganization proposal has been approved by the affirmative votes of:

        The election of the director nominees requires a plurality of the votes cast by the shares of our common and special voting stock entitled to vote in the election at the meeting, voting as a single voting group.

        AIP, our majority shareholder and an affiliate of the chairman of our board of directors, has informed us that it intends to vote the shares of our common and special preferred stock beneficially owned by it in favor of the reorganization proposal. As of the record date, AIP beneficially owned approximately 52.76% of the issued and outstanding shares of our common stock and four of the seven shares of our special preferred stock. The voting of all of AIP's shares in favor of the reorganization proposal will assure the necessary vote for the approval of the separate voting group comprised of the holders of special preferred stock. The voting of AIP's shares of Hawaiian common stock in favor of the reorganization proposal, however, is insufficient to ensure that the 75% voting requirement will be satisfied.

        Under our amended by-laws, the presiding officer at the annual meeting may, subject to applicable law, adjourn the meeting, even though a quorum is present, if the number of shares voted in favor or against the reorganization proposal is insufficient to either approve or disapprove it.

        Under our amended by-laws, a majority of the outstanding shares entitled to vote, represented in person or by proxy, constitutes a quorum at the annual meeting. In addition, holders of a majority of the shares of special preferred stock, represented in person or by proxy, constitutes a quorum for purposes of the vote required of the separate voting group.

        Abstentions and broker non-votes will be considered present at the annual meeting for the purpose of all quorum calculations. However, because approval of the reorganization proposal requires approval by holders of 75% of all issued and outstanding shares of our common and special preferred stock, abstentions and broker non-votes will have the same effect as a negative vote on the reorganization proposal.

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Voting Procedures

        If you hold shares in your own name as a shareholder of record on the record date, you may vote the shares so held by:

        If you are the beneficial owner of shares held of record in street name, such as in a stock brokerage account or by a bank or other nominee, you have the right to instruct the holder of record how to vote your shares.

Proxies

        Please do not send your stock certificates with your proxy card.    We will not require you to exchange your certificates of Hawaiian common or special preferred stock for Hawaiian Holdings common stock as a result of the reorganization. After the reorganization, your Hawaiian stock certificates will represent the same number of shares of Hawaiian Holdings stock. Hawaiian Holdings stock certificates will be issued upon any future transfer of your shares after the reorganization.

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PROPOSAL ONE: ELECTION OF DIRECTORS

        At the annual meeting, 11 directors are to be elected with each director to serve until the next annual meeting or until his or her successor is elected and qualified. Shareholders do not have the right to cumulate their votes in the election of directors. Each director nominee has consented to being named in this proxy statement/prospectus and to serve if elected, and we have no reason to believe that any of those persons nominated will not be available to serve as a director. However, if such a situation should arise, the accompanying proxy will be voted for the election of such other person as our board of directors may recommend.

        The nominating committee of our board of directors has nominated and our board of directors has recommended the following 11 nominees for election as our directors:

        John W. Adams, Paul J. Casey, Todd G. Cole, Robert G. Coo, Joseph P. Hoar, Reno F. Morella, Samson Poomaihealani, Edward Z. Safady, Sharon L. Soper, Thomas J. Trzanowski and William M. Weisfield.

        The nominees have been identified as nominees in accordance with the provisions of our amended by-laws described under "Management, Executive Compensation and Certain Related Party Transactions—Directors and Executive Officers" as follows:

AIP Identified Directors:   Messrs. Adams, Coo, Hoar, Safady, Trzanowski and Weisfield

IAM Identified Director:
 
Mr. Poomaihealani

AFA Identified Director:
 
Ms. Soper

ALPA Identified Director:
 
Mr. Morella

Nominated Senior Management Director:
 
Mr. Casey

Nominated Outside Director:
 
Mr. Cole

        The nominees have a wide and valuable range of judgment and experience from such diverse fields as air transportation, banking, real property development, investment banking, international strategic planning and business development and law. Certain information about the nominees follows:

        John W. Adams.    Mr. Adams has been the chairman of our board of directors and of our executive committee since February 1996 and president of Smith Management LLC, a private investment firm, since 1984. In February 2002, he became a member of the board of directors of Sun Healthcare Group, Inc., a health care company, and he serves as chairman of its executive committee. He was a member of the board of directors of Harvard Industries, Inc. from October 1994 until November 1998, and was chairman of the board and chief executive officer of Harvard Industries from February 1997 until November 1998. Harvard Industries filed for protection under Chapter 11 under the Bankruptcy Code in May 1997 and emerged from Chapter 11 protection in November 1998. He served on the board of directors of Servico, Inc., a lodging ownership and management company, from April 1994 until August 1997, being chairman of the board from December 1995 until he resigned from the board. Mr. Adams was chairman of the board of directors of Regency Health Services, Inc., a health care services company, from July 1994 until October 1997. Mr. Adams is 58 years old.

        Paul J. Casey.    Mr. Casey became vice chairman of the board, chief executive office and president effective April 1, 2002. Mr. Casey was president and chief executive officer of Hawaiian from April 14, 1997 until January 31, 2001 when he became vice chairman of the board and chief executive officer. He has also been vice chairman of the executive committee of our board since June 29, 1998. Mr. Casey has been a member of our board of directors since April 1997. He was the president and chief

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executive officer of the Hawaii Visitors and Convention Bureau from 1995 until March 1997. He is a director of Outrigger Hotels, Inc., a Hawaii-based company with hotel and resort properties throughout the Pacific area, and of Straub Foundation, a Hawaii-based health care system. Mr. Casey is 56 years old.

        Todd G. Cole.    Mr. Cole has been a member of our board of directors since 1994. He spent 29 years in the airline industry, holding positions of executive vice president of Delta Airlines, Inc. and vice chairman of Eastern Airlines, Inc. He then joined CIT Financial Corporation, where he was chairman and chief executive officer when he retired in 1986 and began his career as consultant and corporate director. He served as chief executive officer of Frontier Airlines, Inc. D.I.P. (1987-1989) managing its Chapter 11 proceedings to a successful conclusion and as vice chairman of Eastern Airlines, Inc. D.I.P. (1989-1992) during its Chapter 11 operating status and thereafter overseeing the disposition of its major assets. He was managing director in the Miami, Florida office of SH&E, the large and oldest consultancy specializing in aviation, from 1992 to 1996 and is currently chief executive officer of Cole and Wilds Associates, Inc. His directorships of NYSE-listed companies have included CapMAC, Inc., acquired by MBIA in 1998, and NAC Re corporation acquired by XL, Ltd. in 1999. He is director of Kaiser Ventures, L.L.C. and several private companies. His professional accreditations include certified public accountant, member of the Georgia Bar Association and multi-engine private pilot rating. Mr. Cole is 81 years old.

        Robert G. Coo.    Mr. Coo has been a member of our board of directors since 1996. He has been an independent consultant since 1995. From 1998 to 1999, he was chief financial officer and secretary of Camstar Systems, a developer of manufacturing execution system (MES) software. He was vice president and chief financial officer of Pengo Industries, Inc., from 1990 until 1995, a director of Regency Health Services, Inc., from 1991 to 1997 and of First National Bank, San Diego from 1995 to 1997. Mr. Coo is married to the sister of Mr. Adams. Mr. Coo is 60 years old.

        Joseph P. Hoar.    Mr. Hoar has been a member of our board of directors since 1999, served in the Marine Corps for 37 years, retiring as a four-star general in 1994. His last active-duty assignment was Commander-in-Chief, U.S. Central Command. In 1994, he established a consulting firm, J.P. Hoar & Associates, that engages in international strategic planning and business development in the Middle East and Africa. He is a director of several nonprofit and privately owned corporations. Mr. Hoar is 67 years old.

        Reno F. Morella.    Mr. Morella has been a member of our board of directors since 1996. He has been a pilot for Hawaiian since 1978. He is currently a captain flying DC-10 aircraft. He was chairman of the Hawaiian Master Executive Council of Air Line Pilots Association, International (ALPA) from 1994 until 1998. Mr. Morella was the First Officer Category Representative for Council 102 of Air Line Pilots Association, International from 1993 until 1994. Mr. Morella is 53 years old.

        Samson Poomaihealani.    Mr. Poomaihealani has been a member of our board of directors since 1990. He has been the assistant general chairman of the Airline Machinists District 141 of the International Association of Machinists and Aerospace Workers (AFL-CIO) (IAM) since 1987. Mr. Poomaihealani is a ramp serviceman for United Airlines, Inc. Mr. Poomaihealani is 60 years old.

        Edward Z. Safady.    Mr. Safady has been a member of our board of directors since 1996. He was president and chief executive officer of Liberty National Bank in Austin, Texas from March 1988 to October 1995. He then joined Smith Management LLC as vice president, where he served until the acquisition by Smith Management of Life Savings Bank (now known as Liberty Bank, SSB) in Austin, Texas in May 1997. He is currently chairman of the board, president and chief executive officer of Liberty Bank, SSB, a privately owned bank in Austin, Texas. Mr. Safady is 44 years old.

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        Sharon L. Soper.    Ms. Soper has been a member of our board of directors since 1998. She has been a flight attendant for Hawaiian since 1965. She has worked in both the interisland and international operations. Ms. Soper has been president of the Association of Flight Attendants Master Executive Council (AFA) since 1987. Ms. Soper is 56 years old.

        Thomas J. Trzanowski.    Mr. Trzanowski has been a member of our board of directors since 1998. He served as president and director of Spire Realty Group, Inc., Houston, Texas, a private property management company, since July 1989. He has also served as president and director of Pengo Realty Group, Inc., New York, New York, a private real estate holding company engaged in real estate investments, since June 1994. Mr. Trzanowski also served as treasurer of Smith Management LLC from November 1983 through December 1994 and, from September of 1996 until September of 1999 as a director of Inland Resources, Inc., in Denver, Colorado, a publicly traded oil and gas company. He currently serves as a director of Liberty Bank, SSB. Mr. Trzanowski is 63 years old.

        William M. Weisfield.    Mr. Weisfield has been a member of our board of directors since 2001. He has been a director of UTILX Corporation since January 1995, chairman of the board since January 1996 and president and chief executive officer since November 1998. He was senior vice president of Benaroya Capital Company, a privately held investment company specializing in development of Pacific Northwest real estate and other investments, from January 1994 to December 1998. Mr. Weisfield is a director of Lindal Cedar Homes, Inc., Lifespan Biosciences, Inc. and the Downtown Seattle Association. Mr. Weisfield is 60 years old.

        The board of directors unanimously recommends that shareholders vote "FOR" the slate of director nominees identified above.

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PROPOSAL TWO: THE REORGANIZATION

        This section of the proxy statement/prospectus describes the reorganization proposal. Although we believe that the description in this section covers the material terms of the reorganization proposal, this summary may not contain all of the information that is important to you. The summary of the material provisions of the merger agreement provided below is qualified in its entirety by reference to the merger agreement, which we have attached as Annex I to this proxy statement/prospectus and which we incorporate by reference into this proxy statement/prospectus. You should carefully read the entire proxy statement/prospectus and the merger agreement for a more complete understanding of the reorganization proposal. Your approval of the reorganization proposal will constitute approval of the merger agreement, the reorganization, the restated certificate of incorporation of Hawaiian Holdings and the amended by-laws of Hawaiian Holdings.

Reasons for the Reorganization; Recommendation of our Board

        At the April 26, 2002 meeting of the board of directors, the Hawaiian board unanimously concluded that the reorganization is advisable, determined that the terms of the merger agreement are fair to and in the best interest of Hawaiian and its shareholders and adopted and approved the merger agreement.

        During the course of its deliberations, our board consulted with management and outside legal counsel and considered a number of positive factors, including the following:

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        After careful consideration, our board of directors has unanimously determined that the terms of the merger agreement and the reorganization are advisable and in the best interest of our shareholders and has adopted the merger agreement and approved the reorganization proposal. Our board of directors unanimously recommends that our shareholders vote "FOR" adoption of the merger agreement.

Reorganization Procedure

        Hawaiian currently owns all of Hawaiian Holdings' issued and outstanding common stock, and Hawaiian Holdings currently owns all of the common stock of the two subsidiaries that it formed for

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purposes of completing the proposed reorganization. Following the approval of the merger agreement by the Hawaiian shareholders and the satisfaction or waiver of the other conditions specified in the merger agreement (which are described below), the following steps in the reorganization will occur.

        In connection with the reorganization, AIP is being restructured into a limited liability company called AIP LLC. John W. Adams, the chairman of our board of directors, will control AIP LLC just as he does AIP. As part of the AIP restructuring, Hawaiian Holdings will acquire and own, indirectly through a subsidiary, all of the shares of Hawaiian common stock that were previously held by AIP through a merger of this subsidiary and an affiliate of AIP (which we refer to as the "AIP merger"). In exchange, AIP LLC will receive the same number of shares of Hawaiian Holdings common stock that AIP owns of Hawaiian common stock.

        After the completion of the AIP restructuring, a subsidiary of Hawaiian Holdings will merge with and into Hawaiian. As a result of this merger:

        In addition, in order to replicate the existing board nomination rights, Hawaiian Holdings will issue four shares of its Series A special preferred stock to AIP LLC, one share of its Series B special preferred stock to IAM, one share of its Series C special preferred stock to AFA and one share of its Series D special preferred stock to ALPA.

        The result of the reorganization will be that your current company, Hawaiian, will become a subsidiary of Hawaiian Holdings, and you will own Hawaiian Holdings common stock, instead of Hawaiian common or special preferred stock. The certificate of incorporation and by-laws of Hawaiian Holdings will be amended and restated upon completion of this merger, and Hawaiian's restated articles of incorporation and amended by-laws will be replaced by the merged subsidiary's articles of incorporation and by-laws. A copy of the form of the Hawaiian Holdings restated certificate of incorporation is included as Annex II to this proxy statement/prospectus and a copy of the form of the Hawaiian Holdings amended by-laws is included as Annex III to this proxy statement/prospectus. For more information regarding your rights as a shareholder before and after the reorganization, see "Description of Hawaiian Holdings Capital Stock," "Description of Hawaiian Capital Stock" and "Comparative Rights of Hawaiian Holdings Capital Stock and Hawaiian Capital Stock."

        In all other respects, the company will remain the same. The current directors and officers of Hawaiian will continue as directors and officers of Hawaiian Holdings and Hawaiian. In addition, our airline business and operations will remain the same.

What Hawaiian Shareholders Will Receive in the Reorganization

        Each share of Hawaiian common and special preferred stock (together with the preferred stock purchase rights attached to those shares), other than those held by dissenting holders or by Hawaiian Holdings' subsidiary as a result of the AIP restructuring, will convert into one share of Hawaiian Holdings common stock. After the completion of the reorganization, you will own the same number

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and percentage of shares of Hawaiian Holdings common stock as you currently own of Hawaiian common and special preferred stock.

Hawaiian Stock Options and Other Rights to Receive Hawaiian Stock

        Each of the outstanding options to acquire 3,018,000 shares of Hawaiian common stock in the aggregate will become options to acquire, on the same terms and conditions as before the reorganization, an identical number of shares of Hawaiian Holdings common stock.

        Each employee of Hawaiian eligible to receive an allocation of shares of Hawaiian common stock not yet issued under the Hawaiian pilots' 401(k) plan in accordance with the 2001 pilots' agreement will become eligible over the time period specified in the 2001 pilots' agreement to receive, on the same terms and conditions as before the reorganization, an allocation of an identical number of shares of Hawaiian Holdings common stock. As of the record date, there are up to 852,955 shares of Hawaiian common stock eligible for issuance under the agreement.

Exchange of Stock Certificates

        In the reorganization, your shares of Hawaiian common and special preferred stock (together with the preferred stock rights attaching to the shares of common stock), other than shares held by Hawaiian Holdings' subsidiary as a result of the AIP restructuring will be converted automatically into shares of Hawaiian Holdings common stock. Your certificates of Hawaiian common and special preferred stock will represent, from and after the reorganization, an equal number of shares of Hawaiian Holdings common stock, and no action with regard to stock certificates will be required on your part. We expect to send you a notice after the reorganization is completed specifying this and other relevant information.

Conditions to Reorganization

        We will complete the reorganization only if each of the following conditions is satisfied or waived:

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Effectiveness of Reorganization

        The reorganization will become effective on the date we file articles of merger with the State of Hawaii. We will file the articles when the conditions to the reorganization described above have been satisfied or waived. We expect that we will file the articles as soon as practicable following the annual meeting.

Termination of Merger Agreement

        The merger agreement may be terminated at any time prior to the completion of the reorganization (even after adoption by our shareholders) by the affirmative vote of two-thirds of the directors then serving on the board of directors of each of Hawaiian Holdings and Hawaiian.

Amendment of Merger Agreement

        The merger agreement may be amended at any time prior to the completion of the reorganization (even after adoption by our shareholders) by our board of directors, so long as any amendment does not change the amount or kind of shares of Hawaiian Holdings common stock that you will receive or otherwise change any terms of the reorganization proposal to the detriment of our shareholders.

Related Transactions

        Registration Rights Agreement.    At the time the reorganization is completed, Hawaiian Holdings and AIP LLC will enter into a registration rights agreement containing terms and conditions that are substantially the same as the existing registration rights agreement between Hawaiian and AIP. The registration rights agreement will require Hawaiian Holdings at its expense to register all or a portion of the shares of Hawaiian Holdings common stock held by AIP LLC. Under the registration rights agreement, AIP LLC will have the right, at its request, to require Hawaiian Holdings to register these shares for resale on up to two occasions, subject to specified limitations. In addition, AIP LLC will have the right to have these shares registered for resale at any time Hawaiian Holdings seeks to register any of its shares of common stock prior to February 1, 2006, subject to specified limitations. For more information about the new registration rights agreement, see "Where You Can Find More Information."

        Stockholders Agreement.    At the time the reorganization is completed, Hawaiian Holdings and AIP LLC will become parties to the existing stockholders agreement among Hawaiian, AIP and the three unions with board nomination rights. As parties, Hawaiian Holdings will assume all the rights and obligations of Hawaiian under the existing stockholders agreement, and AIP LLC will assume all the rights and obligations of AIP under the existing stockholders agreement. The existing stockholders agreement and the consequences of Hawaiian Holdings and AIP LLC becoming parties to it are summarized under "Description of Hawaiian Holdings Capital Stock—Special Preferred Stock and Related Provisions—Nomination of Members of the Board." For more information about the new stockholders agreement, see "Where You Can Find More Information."

Material U.S. Federal Income Tax Consequences

        The following discussion, which is based on the opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to Hawaiian, summarizes the material United States federal income tax consequences of the reorganization to you. However, this discussion does not address all aspects of taxation that may be relevant to you in light of your personal investment or tax circumstances or to persons that are subject to special treatment under the federal income tax laws. In particular, this discussion deals only with shareholders that hold Hawaiian common stock or Hawaiian special preferred stock as capital assets within the meaning of the Internal Revenue Code of 1986, as amended. In addition, this discussion does not address the tax treatment of special classes of shareholders, such as banks,

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insurance companies, tax-exempt organizations, financial institutions, broker-dealers, persons holding Hawaiian stock as part of a hedging or conversion transaction or as part of a "straddle," U.S. expatriates, persons subject to the alternative minimum tax, foreign corporations, foreign partnerships, foreign estates or trusts and persons who are not citizens or residents of the United States. This discussion may not be applicable to holders who acquired Hawaiian stock pursuant to the exercise of options or warrants or otherwise as compensation. Furthermore, this discussion does not address any state, local or foreign tax considerations. We urge you to consult your own tax advisor as to the specific tax consequences of the reorganization, including the applicable federal, state, local and foreign tax consequences to you of the reorganization.

        This discussion is based on the Internal Revenue Code, applicable Department of Treasury regulations, judicial authority, and administrative rulings and practice, all as of the date of this proxy statement/prospectus, as well as representations as to factual matters made by, among others, Hawaiian Holdings and Hawaiian. Future legislative, judicial, or administrative changes or interpretations, or the failure of any such factual representation to be true, correct and complete in all material respects, may adversely affect the accuracy of the statements and conclusions described in this document. Any such changes or interpretations could be applied retroactively and could affect the tax consequences of the reorganization to you. Neither Hawaiian Holdings nor Hawaiian is currently aware of any facts or circumstances that would cause any representations made by it to Paul, Weiss, Rifkind, Wharton & Garrison to be untrue or incorrect in any material respect.

        The material federal income tax consequences of the AIP merger and the merger, which we refer to in this section as the "reorganization," will be as follows:

        The obligation of Hawaiian to complete the reorganization is conditioned upon, among other things, Hawaiian's receipt of an opinion from Paul, Weiss, Rifkind, Wharton & Garrison that the reorganization will constitute a tax-free transaction under section 351 of the Internal Revenue Code. The opinion of counsel will be based in part upon representations, made as of the effective time of the reorganization, by Hawaiian Holdings and Hawaiian, which counsel will assume to be true, correct and complete. If the representations are inaccurate, the opinion of counsel could be adversely affected. Neither Hawaiian Holdings nor Hawaiian has requested or will request a private letter ruling from the Internal Revenue Service as to whether the reorganization qualifies as a tax-free transaction under section 351 of the Internal Revenue Code. The opinion of counsel will not be binding upon the Internal Revenue Service or any court.

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        You may be required to attach a statement to your tax returns for the taxable year in which the reorganization is completed that contains information such as your tax basis in the Hawaiian stock surrendered and a description of the Holdco common stock received in the reorganization.

Anticipated Accounting Treatment

        For accounting purposes, our reorganization into a holding company structure will be treated as a merger of entities under common control. The accounting treatment for such events is similar to the former "pooling of interests method." Accordingly, the financial position and results of operations of Hawaiian will be included in the consolidated financial statements of Hawaiian Holdings on the same basis as currently presented.

Regulatory Requirements

        The Federal Communications Commission (FCC) has the authority, under the Communications Act of 1934, as amended, to issue, modify and renew and revoke radio licenses; to regulate the equipment used; to promulgate or modify rules for the operation of radio facilities; and to impose penalties for violations. Hawaiian is authorized to operate under Parts 87 and 90 of the FCC's rules and holds Industrial/Business Radio, Aviation Auxiliary Group and Aircraft (or Fleet) Licenses from the FCC for radio facilities that it operates and requires for the conduct of its business. Prior to completion of the reorganization, we will need to obtain a new Aircraft (or Fleet) License from the FCC and obtain FCC consent for transfer of control of our other FCC licenses to reflect control through Hawaiian Holdings. We anticipate that these applications will be granted within 30 days after they are filed.

Listings of Hawaiian Holdings Common Stock on the American Stock Exchange and the Pacific Exchange; De-listing and De-registration of Hawaiian Common Stock

        The completion of the reorganization is conditioned on the listing of the shares of Hawaiian Holdings common stock issuable in the reorganization (and any other shares to be reserved for issuance in connection with the reorganization) on the American Stock Exchange and Pacific Exchange, subject only to official notice of issuance. We expect that the Hawaiian Holdings common stock will trade under the ticker symbol "HA."

        Following the reorganization, Hawaiian's common stock will no longer be listed on the AMEX and the PSE and will no longer be registered under the Securities Exchange Act. In addition, Hawaiian will cease to be a reporting company under the Securities Exchange Act.

Restrictions on the Sale of Hawaiian Holdings Shares

        The shares of Hawaiian Holdings common stock to be issued in the reorganization will be registered under the Securities Act. These shares will be freely transferable under the Securities Act, except for Hawaiian Holdings common stock issued to any person who is deemed to be an "affiliate" of Hawaiian or Hawaiian Holdings after the reorganization.

        Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by or are under common control with us and include our officers and directors. Our affiliates may not sell their Hawaiian Holdings common stock acquired in the reorganization except pursuant to:

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        The proposed registration rights agreement with AIP LLC requires us, if requested, to maintain an effective resale registration statement that covers the shares held from time to time by AIP LLC. Furthermore, the proposed registration rights agreement requires us generally to bear registration expenses incurred for the benefit of the holders.

Rights of Dissenting Shareholders

        Hawaiian shareholders who do not vote in favor of the reorganization proposal submitted to them for approval and who comply with all applicable statutory requirements will be entitled to exercise dissenters' rights under Part XIV (Sections 414-341 through 414-372) of the Hawaii Business Corporation Act (also known as the HBCA).

        The following discussion is a summary of dissenters' rights under the HBCA and is qualified in its entirety by the full text of Part XIV of the HBCA, a copy of which is attached to this proxy statement/prospectus as Annex IV. Any Hawaiian shareholder who wishes to exercise dissenters' rights or who wishes to preserve the right to do so should review the following discussion and Annex IV carefully because failure to timely and properly comply with the procedures specified in Part XIV of the HBCA will result in the forfeiture of dissenters' rights.

        Under the HBCA, where a merger is submitted for approval at a meeting of shareholders, the corporation, not less than 20 days prior to the meeting, must notify each of its shareholders, in the notice of the meeting, that dissenters' rights are available and include in the notice a copy of the dissenters' rights provisions of the HBCA. The notice of the annual meeting that accompanies this proxy statement/prospectus includes the notifications required by the HBCA, and the applicable statutory provisions are attached to this proxy statement/prospectus as Annex IV.

        Under Section 414-352 of the HBCA, a Hawaiian shareholder wishing to exercise dissenters' rights must:

        A shareholder who votes by proxy and who wishes to exercise dissenters' rights must either vote against the reorganization proposal or expressly abstain from voting on the reorganization proposal. However, a vote against the reorganization proposal, or an express abstention from voting on the reorganization proposal, will NOT, in and of itself, constitute a written notice of intention to demand payment satisfying the requirements of Section 414-352 of the HBCA. If a shareholder fails to comply with the foregoing requirements and the reorganization is completed, the shareholder will forfeit all dissenters' rights and will be entitled to receive, in exchange for its shares, the reorganization consideration provided for in the merger agreement.

        A shareholder who wishes to exercise dissenters' rights must hold its shares of record on the record date or, if the shareholder is the beneficial holder of shares, the beneficial shareholder must arrange for the record shareholder of the shares on the record date to provide his or her consent to the beneficial shareholder's dissent to Hawaiian not later than the time that the beneficial shareholder asserts dissenters' rights.

        A notice of intent to demand payment (or a consent to a beneficial shareholder's exercise of dissenters' rights) should be executed by or on behalf of the record shareholder as the shareholder's name appears on the stock certificate. The notice must state that the shareholder intends thereby to demand payment for its shares in the reorganization. If the shares of capital stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the notification should be signed in

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that capacity, and if the shares of capital stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the notification should be signed by or on behalf of all joint owners. An authorized agent, including two or more joint owners, may sign a notification on behalf of a record shareholder; however, the agent must identify the record shareholder(s) and should expressly disclose and provide written evidence of the fact that, in signing the notification, it is agent for such record shareholder(s). A record shareholder, such as a broker who holds shares of capital stock as nominee for several beneficial owners, may exercise dissenters' rights with respect to the shares of capital stock held for one or more beneficial shareholders while not exercising dissenters' rights with respect to the shares of capital stock held for other beneficial shareholders. In this case, however, the written notice of intention to demand payment should set forth the number of shares of capital stock as to which dissenters' rights are being asserted. Where no number of shares is expressly mentioned, the notification will be presumed to cover all shares held in the name of the record shareholder. A shareholder who holds shares in a brokerage account or other nominee form and who wishes to exercise dissenters' rights may either:

        A shareholder's notification of an intention to demand payment should be sent or delivered as follows:

    Hawaiian Airlines, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96819-1869
Attention: General Counsel
Telecopier No.: (808) 835-3690

        Within 10 days after the completion of the reorganization, we must provide a Dissenters' Notice to each holder of Hawaiian capital stock who has not voted in favor of the reorganization proposal and who has provided notice of its intention to demand payment in compliance with Section 414-352 of the HBCA. The Dissenters' Notice must:

        Each shareholder to whom a Dissenters' Notice is sent must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date of first announcement and deposit the shareholder's certificates in accordance with the terms of the Dissenters' Notice. A

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shareholder who does not demand payment or deposit the shareholder's certificates by the date specified in the Dissenters' Notice forfeits its dissenters' rights and will no longer be entitled to receive any payment under Part XIV of the HBCA.

        Upon receipt of a dissenting shareholder's payment demand and share certificates, we must pay to each dissenter who has complied with the provisions of Part XIV of the HBCA the amount that we estimate to be the fair value of the dissenters' shares, plus accrued interest, except that we may elect to withhold payment to a dissenter who was not the beneficial shareholder before the date of first announcement unless the dissenter agrees to accept an offer to pay the estimated amount in full satisfaction of the dissenters' demand. Payment (or, in the case of dissenters who became beneficial shareholders after the date of first announcement, the offer to make payment) of the amount estimated by us to be the fair value of the dissenters' shares must be accompanied by:

        Under Section 414-359, a dissenter may notify Hawaiian in writing of the dissenters' own estimate of the fair value of the dissenters' shares and the amount of interest due, and demand payment of the dissenters' estimate, or reject our offer and demand payment of the fair value of the dissenters' shares, if:

        A dissenter waives the right to demand payment under Section 414-359 if the dissenter does not notify us of the demand in writing within 30 days after we made or offered payment for the dissenters' shares.

        If a demand for payment under Section 414-359 remains unsettled, we are required to commence a proceeding in the First Circuit Court within 60 days after receiving the dissenters' payment demand and request the First Circuit Court to determine the fair value of the shares and the amount of accrued interest. If we do not begin a proceeding within the 60-day period, we are required to pay the amount demanded by each dissenter whose payment demand remains unsettled. We are required to make all dissenters whose payment demands remain unsettled parties to the proceeding. Dissenters who are nonresidents of Hawaii may be served with a copy of the petition instituting the proceeding by registered or certified mail or by publication as provided by law.

        In the proceeding that we commence, the First Circuit Court is permitted to appoint one or more persons as appraisers to receive evidence and recommend a decision on fair value, and the appraisers have the powers described in the order appointing them. Each dissenter is entitled to normal discovery

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rights and ultimately to a judgment in the amount by which the fair value of the dissenters' shares and accrued interest, as determined by the First Circuit Court, exceeds the amount previously paid by us.

        Shareholders considering seeking dissenters' rights should be aware that the fair value of their shares of capital stock, as determined in an appraisal proceeding under Section 414-371 of the HBCA, could be more than, the same as or less than the market price of the Hawaiian Holdings shares that they would receive for their shares under the terms of the merger agreement if they did not seek appraisal of their shares.

        The First Circuit Court will also determine the amount of interest, if any, to be paid upon the amounts to be received by dissenters for the period between the completion of the reorganization and the date of payment. The interest rate is the average rate "currently" paid by the applicable corporation on its principal bank loans or, if none, at a rate that the First Circuit Court determines to be fair and equitable under all the circumstances. If the rates of interest were to be determined based on the average rates that we paid on our principal bank loans as of the date of this proxy statement/prospectus, the rate of interest would be approximately 8% per annum.

        The First Circuit Court is required to determine all costs of an appraisal proceeding, including the reasonable compensation and expenses of any appraisers it appoints, and to assess those costs against us, except that costs may be assessed against some or all dissenters, in amounts the court finds to be equitable, if the court finds that the dissenters acted arbitrarily, vexatiously or not in good faith in making their demand for payment under Section 414-359 of the HBCA. The First Circuit Court may also assess the fees and expenses of counsel and experts for the parties to the appraisal proceeding, in amounts the court finds equitable:

        In addition, if the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters, and that the fees for those services should not be assessed against us, the court may award to such counsel reasonable fees to be paid out of the amounts awarded to the dissenters who benefited from such services.

        Shares of Hawaiian capital stock held by a shareholder who has properly exercised dissenters' rights under Part XIV of the HBCA and who has not effectively withdrawn or lost dissenters' rights at the time the reorganization is completed will not be converted into or represent the right to receive the shares of Hawaiian Holdings common stock issuable in the reorganization, but shall represent only the rights to which the shareholder is entitled under Part XIV of the HBCA. However, in the event any shareholder who exercises dissenters' rights effectively withdraws or loses dissenters' rights, then its shares of Hawaiian capital stock will automatically be converted into and represent only the right to receive the shares of Hawaiian Holdings common stock issuable in the reorganization to which the shareholder is entitled under the merger agreement.

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DESCRIPTION OF HAWAIIAN HOLDINGS CAPITAL STOCK

        Hawaiian Holdings is incorporated in the State of Delaware. The rights of shareholders of Hawaiian Holdings will be generally governed by Delaware law and Hawaiian Holdings' certificate of incorporation and by-laws. This summary is not a complete discussion of, and is qualified by reference to, Delaware law, including the Delaware General Corporation Law (DGCL) and the common and constitutional law of the State of Delaware, and the full texts of Hawaiian Holdings' amended and restated certificate of incorporation and by-laws, which may be found as Annexes II and III to this proxy statement/prospectus.

General

        Upon the completion of the reorganization, the authorized capital of Hawaiian Holdings will be 62 million shares, consisting of 2 million of preferred stock, par value $.01 per share, and 60 million shares of common stock, par value $.01 per share. All of the shares issued and outstanding upon completion of the reorganization will be fully paid and nonassessable.

        Upon completion of the reorganization, the number of shares of Hawaiian Holdings common stock that will be outstanding will be equal to the number of shares of Hawaiian common and special preferred stock outstanding immediately prior to the reorganization. In addition, seven shares of special preferred stock of Hawaiian Holdings will also be outstanding. These shares will be issued in four series to AIP LLC and each of the three unions currently represented on the Hawaiian board.

Common Stock

        Dividends and Distributions.    Subject to preferences applicable to outstanding Hawaiian Holdings preferred stock, the holders of outstanding shares of Hawaiian Holdings common stock will be entitled to receive dividends and other distributions out of assets legally available at times and in amounts as the board of directors of Hawaiian Holdings may determine from time to time. All shares of Hawaiian Holdings common stock are entitled to participate ratably with respect to dividends or other distributions.

        Liquidation Rights.    If Hawaiian Holdings is liquidated, dissolved or wound up, voluntarily or involuntarily, holders of Hawaiian Holdings' common stock are entitled to share ratably in all assets of the Hawaiian Holdings available for distribution to the Hawaiian Holdings' shareholders after the payment in full of any preferential amounts to which holders of any Hawaiian Holdings preferred stock may be entitled.

        Voting Rights.    Holders of Hawaiian Holdings common stock are entitled to one vote per share on all matters to be voted upon by shareholders. There are no cumulative voting rights. Shareholders may vote by proxy.

        Other.    There are no preemption, redemption, sinking fund or conversion rights applicable to the Hawaiian Holdings common stock.

Preferred Stock

        The board of directors of Hawaiian Holdings may, without further shareholder approval, issue up to two million shares of preferred stock in one or more series and fix the number of shares constituting, the designation, voting powers (if any), preferences and other rights, as well as the qualifications, limitations and restrictions, of the series. The powers, preferences and rights, and the qualifications, limitations or restrictions, if any, of each series of preferred stock may be different from those of any and all other series. The issuance of Hawaiian Holdings preferred stock may have the effect of delaying, deferring or preventing a change of control of Hawaiian Holdings without further

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action by the shareholders, may discourage bids for Hawaiian Holdings common stock at a premium over the market price of Hawaiian Holdings common stock and may adversely affect the market price of, and the voting and other rights of the holders of, Hawaiian Holdings common stock.

Special Preferred Stock and Related Provisions

        Upon completion of the merger, Hawaiian Holdings will have designated the following four series of special preferred stock:

        Under the merger agreement, Hawaiian Holdings will issue these seven shares of special preferred stock upon completion of the reorganization as follows:

        Dividend Rights and Limitations.    At any time that a dividend or distribution is declared and paid with respect to Hawaiian Holdings' common stock, holders of each series of Hawaiian Holdings' special preferred stock will have the right to receive a dividend per share equal to twice the dividend per share paid on Hawaiian Holdings' common stock.

        Liquidation Rights.    In the event of any liquidation, dissolution or winding up of Hawaiian Holdings, whether voluntary or involuntary, holders of Hawaiian Holdings' special preferred stock have the right to receive, out of the assets of Hawaiian Holdings, $.01 per share before any payment is made or any assets distributed to the holders of Hawaiian Holdings' common stock or to the holders of any other class of Hawaiian Holdings' stock.

        Voting Rights.    Holders of Hawaiian Holdings' special preferred stock will have the right to one vote per share, together with Hawaiian Holdings common stock, voting as a single class, with respect to any matters submitted for a vote to the holders of Hawaiian Holdings common stock.

        Nomination of Members of the Board.    Hawaiian Holdings' board of directors will be fixed at 11 and holders of record of Hawaiian Holdings special preferred stock will have the right to identify individuals for nomination by the board of directors of Hawaiian Holdings to serve as directors as follows:

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        Upon completion of the reorganization, the board of directors of Hawaiian Holdings will be comprised of the same individuals who comprised the board of directors of Hawaiian prior to the reorganization and will be deemed to have been nominated by holders of the special preferred stock for purposes of the provisions described below relating to the appointment and removal of directors after the completion of the reorganization.

        Filling Vacancies on the Board of Directors.    Newly created directorships and vacancies may be filled by the affirmative vote of a majority of the Hawaiian Holdings board or by a plurality of the votes cast by shareholders at a meeting. However, if the vacancy is of a director nominated by a holder of special preferred stock, Hawaiian Holdings may fill the vacancy only with a person nominated by this holder. Furthermore, if such vacancy is not filled within 30 days, the vacancy may be filled by the affirmative vote of the holders of a majority of the applicable series of special preferred stock.

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        Restrictions on Transfers and Conversion Provisions.    The rights and preferences of shares of Hawaiian Holdings special preferred stock cease to exist once the outstanding shares are converted into Hawaiian Holdings common stock. This conversion will occur at a 1:1 ratio. Conversion occurs automatically in the following circumstances:

        Merger and Similar Transactions.    In the event Hawaiian Holdings enters into any consolidation, merger or other transaction in which shares of Hawaiian Holdings common stock are exchanged for or changed into other stock, securities, cash or other property, then all shares of Hawaiian Holdings special preferred stock will at the same time be exchanged for or changed into an amount per share equal to the aggregate amount of stock, securities, cash and other property received in exchange for each share of Hawaiian Holdings common stock.

        Other.    None of the shares of Hawaiian Holdings special preferred stock are subject to redemption, but Hawaiian Holdings may acquire shares of Hawaiian Holdings special preferred stock in any other manner permitted by law. There is no provision for anti-dilution adjustments for Hawaiian Holdings special preferred stock, including with respect to the number of shares of Hawaiian Holdings common stock issuable upon conversion of shares of Hawaiian Holdings special preferred stock.

        Directors. A quorum for the transaction of business at a meeting of the Hawaiian Holdings board is the presence in person of a majority of the Hawaiian Holdings board. However, a quorum must include at least three directors, if any, nominated by the holder of the Series A special preferred stock.

        Amendment of Hawaiian Holdings' Restated Certificate of Incorporation.    Most provisions in Hawaiian Holdings' restated certificate of incorporation, including those relating to the special preferred stock but excluding the authorized capital provision, may be amended only by the affirmative vote of the holders of at least two-thirds of the combined voting power of the outstanding shares of voting stock of Hawaiian Holdings voting together as a single class.

        Amendment of Hawaiian Holdings' By-Laws.    Hawaiian Holdings' board may amend the by-laws of Hawaiian Holdings by the vote of a majority of the entire board of directors, subject to the power of shareholders to alter or repeal any by-law provision. However, amendment of the following provisions will require a majority of the board that includes at least one of the directors, if any, nominated by the Series A special preferred stock and two of the three directors nominated by the Series B, C and D special preferred stock:

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Anti-Takeover Effects of Hawaiian Holdings' Certificate of Incorporation and By-Laws

        Some provisions of Hawaiian Holdings' amended and restated certificate of incorporation and amended by-laws could make the following more difficult:

        These provisions, which are summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Hawaiian Holdings to first negotiate with the board of directors of Hawaiian Holdings. Hawaiian Holdings believes that the benefits of increased protection give Hawaiian Holdings the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the company and outweigh the disadvantages of discouraging the proposals because negotiation of the proposals could result in an improvement of their terms.

        Special Meetings.    Under the restated certificate of incorporation of Hawaiian Holdings, special meetings of Hawaiian Holdings shareholders may be called only by the chairman of the board of directors or by a resolution approved by a majority of the board of directors. Business at the meetings is limited to the purpose stated in the notice for the meeting.

        Requirements for Advance Notification of Shareholder Nominations and Proposals.    Hawaiian Holdings' amended by-laws will require that shareholders provide advance notice of nomination of directors and shareholder proposals for consideration of an annual meeting. Notice for an annual meeting must be received by Hawaiian Holdings:

        If the date of the annual meeting is more than 30 days before or 70 days after such anniversary date, then notice must be received by Hawaiian Holdings.

        The notice must include specified information regarding the nominee or the proposal and the shareholder making the nomination or proposal that would be required by the proxy rules of the SEC.

        Only business identified in the notice of special meeting may be conducted at the special meeting. If a special meeting is called to elect directors, a shareholder may submit nominations provided that the shareholder's notice is received by Hawaiian Holdings:

        Elimination of Shareholder Action by Written Consent.    Under the restated certificate of incorporation of Hawaiian Holdings, any action required or permitted to be taken by shareholders must

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be effected at an annual or special meeting of shareholders, subject to the rights of holders of any series of Hawaiian Holdings preferred stock.

        Undesignated Preferred Stock.    The ability of the board of directors of Hawaiian Holdings to issue preferred stock with voting or other rights or preferences is described above.

        Size of Board.    The board of directors of Hawaiian Holdings will be fixed at 11 members.

        Board Nomination and Vacancy Replacement Rights of Holders of Special Preferred Stock.    The ability of holders of special preferred stock to designate for nomination and replace directors, as described above, will limit in a material manner the ability of holders of common stock to elect and replace members of the board of directors.

        Amendments to Certificate of Incorporation.    The amendment of these and other provisions that are contained in our restated certificate of incorporation would require approval by holders of at least two-thirds of the outstanding shares of Hawaiian Holdings common stock.

Delaware Anti-Takeover Statute

        Under the terms of Hawaiian Holdings' restated certificate of incorporation and as permitted under Delaware law, Hawaiian Holdings will elect not to be subject to Delaware's anti-takeover law. This law provides that an "interested stockholder," defined as a person who owns 15% or more of the outstanding voting stock of a corporation or a person who is an associate or affiliate of the corporation and, within the preceding three-year period, owned 15% or more of the outstanding voting stock, may not engage in specified business combinations with the corporation for a period of three years after the date on which the person became an interested stockholder. The law defines the term "business combination" to encompass a wide variety of transactions with or caused by an interested stockholder, including mergers, asset sales and other transactions in which the interested stockholder receives or could receive a benefit on other than a pro rata basis with other stockholders. With the affirmative vote of the holders of two-thirds of the voting power of all then-outstanding shares of Hawaiian Holdings capital stock entitled to vote in the election of directors, voting together as a single class, Hawaiian Holdings may amend its restated certificate of incorporation in the future to become governed by the anti-takeover law. This provision would then have an anti-takeover effect for transactions not approved in advance by its board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of Hawaiian Holdings common stock. In any event, AIP LLC would not be subject to the limitation on business combinations with Hawaiian Holdings under the Delaware anti-takeover law. However, because Hawaiian Holdings will opt out of the Delaware anti-takeover law, any person who owns at least 15% of our outstanding voting stock, including any person to whom AIP LLC transfers its shares of Hawaiian Holdings stock representing 15% or more of our voting stock, could pursue a takeover transaction that was not approved by the board of directors of Hawaiian Holdings.

Other Provisions

        Limitation on Voting by Foreign Shareholders.    The restated certificate of incorporation of Hawaiian Holdings will provide that shares of capital stock may not be voted by, or at the direction of, persons who are not citizens of the United States unless the shares are registered on a separate stock record. Under federal law, no more than 25% of the voting stock of a United States airline such as our company may be owned or controlled, directly or indirectly, by persons who are not U.S. citizens, and the airline itself, as well as its president and at least two-thirds of its directors or other managing officers, must be U.S. citizens. For these purposes, "U.S. citizen" means:

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        In addition, the Department of Transportation has broad authority to determine on a case-by-case basis whether an air carrier is effectively owned and controlled by U.S. citizens, and has indicated that the ownership of less than 50% of an air carrier's total equity securities by non-U.S. citizens, taken alone, is not indicative of foreign control of the airline.

        In order to comply with these rules, Hawaiian Holdings' restated certificate of incorporation will provide that no shares will be registered on the foreign stock record described above if the amount so registered would exceed the restrictions described above or adversely affect our operating certificates or authorities. Registration on the foreign stock record is made in chronological order based on the date we receive a written request for registration.

        Limitation of Director Liability and Indemnification.    Hawaiian Holdings' restated certificate of incorporation will provide, to the full extent permitted by Delaware law, that directors will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law currently provides that this waiver may not apply to liability:

        However, in the event the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The restated certificate of incorporation and amended by-laws of Hawaiian Holdings will further provide that we will indemnify each of our directors and officers to the full extent permitted by Delaware law and may indemnify other persons as authorized by the DGCL. These provisions do not eliminate any monetary liability of directors under the federal securities laws.

Shareholders

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Transfer Agent

        We expect that the transfer agent for Hawaiian Holdings common stock will be ChaseMellon Shareholder Services, L.L.C., San Francisco, California.

Stock Exchange Listings

        We expect that Hawaiian Holdings common stock will be accepted for listing, pending notice of issuance, on the AMEX and the PSE under the trading symbol "HA."

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DESCRIPTION OF HAWAIIAN CAPITAL STOCK

        Hawaiian is incorporated in the State of Hawaii. The rights of shareholders of Hawaiian are generally governed by Hawaiian's restated articles of incorporation and amended by-laws, by Hawaii statutory and common law and by certain agreements affecting the rights of shareholders. The following is a summary of the material provisions of Hawaiian's restated articles of incorporation, including the existing designations of series of Hawaiian preferred stock, Hawaiian's amended by-laws and the Hawaiian Rights Agreement, dated December 23, 1994, by and between Hawaiian and Chase Mellon Shareholder Services LLC, as successor to Chemical Trust Company of California, which (together with each amendment) is referred to as the Hawaiian rights agreement, under which certain rights have been issued to holders of Hawaiian's common stock. This summary is not complete and is qualified by reference to Hawaii statutory and common law and the full texts of Hawaiian's restated articles of incorporation, amended by-laws and rights agreement. Copies of these documents are exhibits to the registration statement of which this joint proxy statement/ prospectus is a part.

General

        Under Hawaiian's restated articles of incorporation, Hawaiian is authorized to issue 60 million shares of common stock, par value $.01 per share, and two million shares of preferred stock, par value $.01 per share. The two million shares of Hawaiian preferred stock are divided into 1,979,993 shares of preferred stock that are not yet designated, 20,000 shares designated Series A junior participating cumulative preferred stock, four shares designated Series B special preferred stock, one share designated Series C special preferred stock, one share designated Series D special preferred stock and one share designated Series E special preferred stock.

        As of the record date, 34,464,324 shares of Hawaiian common stock, held by approximately 1,020 record holders, four shares of Series B special preferred stock, one share of Series C preferred stock, one share of Series D special preferred stock and one share of Series E special preferred stock were issued and outstanding. Hawaiian's common stock trades on the AMEX and the PSE under the symbol "HA."

        The outstanding shares of Hawaiian's stock are fully-paid and non-assessable. Additional shares of Hawaiian stock, when issued, will be fully paid and non-assessable when the consideration for which Hawaiian's board of directors authorizes their issuance has been received. The holders of shares of Hawaiian stock currently outstanding have no preemptive or similar rights to purchase securities of Hawaiian unless such rights are specifically granted by the Hawaiian board and no such rights currently exist.

Common Stock

        Dividends and Distributions.    Stock and cash dividends and other distributions may be paid to the holders of Hawaiian common stock as and when declared by the board of directors of Hawaiian, provided that, after giving effect to the dividend or distribution, Hawaiian is able to pay its debts as they become due in the usual course of its business and Hawaiian's total assets are not less than the sum of its total liabilities plus the maximum amount that would be payable in any liquidation in respect to all outstanding shares having preferential rights in liquidation. All shares of Hawaiian common stock are entitled to participate ratably with respect to dividends or other distributions.

        Liquidation Rights.    If Hawaiian is liquidated, dissolved or wound up, voluntarily or involuntarily, holders of Hawaiian's common stock are entitled to share ratably in all assets of Hawaiian available for distribution to Hawaiian's shareholders after the payment in full of any preferential amounts to which holders of any Hawaiian preferred stock may be entitled.

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        Voting Rights.    Holders of Hawaiian common stock having voting rights on the matter in question are entitled to one vote per share. At annual and special meetings of Hawaiian shareholders, holders of a majority of the shares of Hawaiian stock entitled to vote will constitute a quorum and a majority of a quorum so present will be sufficient to approve any action, except as otherwise required by law or by Hawaiian's restated articles of incorporation and except that directors are elected by a plurality of the votes cast.

        So long as Hawaiian has a class of equity securities registered with the SEC, which are listed on a national securities exchange or traded over the counter on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System, holders of Hawaiian common stock have no cumulative voting rights in the election of directors.

        Rank.    Unless the provisions of a future series of Hawaiian preferred stock provide otherwise, all shares of Hawaiian common stock will rank junior to the outstanding shares of Hawaiian preferred stock in the event of liquidation.

        Other.    There are no redemption, sinking fund or conversion rights applicable to the Hawaiian common stock. Subject to legal restrictions on distributions, Hawaiian may, and has, repurchased shares of its common stock. Shares of common stock repurchased or otherwise reacquired by Hawaiian become authorized and unissued shares of Hawaiian common stock.

Preferred Stock

        The Hawaiian board of directors has authority to issue two million shares of Hawaiian preferred stock in one or more series and to fix the voting powers, designations, preferences and participating, optional, relative or other special rights, and qualifications, limitations or restrictions of the Hawaiian preferred stock, without any further vote or action by Hawaiian's shareholders. The Hawaiian board, to date, has designated the Series A junior participating preferred stock and four series of special preferred stock. The issuance of Hawaiian preferred stock may have the effect of delaying, deferring or preventing a change of control of Hawaiian without further action by the shareholders, may discourage bids for the Hawaiian common stock at a premium over the market price of the Hawaiian common stock and may adversely affect the market price of, and the voting and other rights of the holders of, Hawaiian common stock.

Series A Junior Participating Cumulative Preferred Stock

        The Hawaiian board of directors has authorized a series of Hawaiian preferred stock, denominated Series A junior participating cumulative preferred stock, par value $.01 per share. The 20,000 authorized shares of Hawaiian Series A preferred stock will be issuable in increments of 1/1000th of a share upon the exercise of purchase rights under the Hawaiian shareholder rights plan. Please refer to the section below called "—Shareholder Rights Plan" for a more detailed description of the Hawaiian shareholder rights plan. No shares of Hawaiian Series A preferred stock have been issued or are expected to be issued prior to the time that the reorganization is proposed to be consummated.

        Dividend Rights and Limitations.    The holder of a share of Hawaiian Series A preferred stock would be entitled to receive, in preference to holders of Hawaiian common stock or any junior stock, when, as and if declared, cumulative dividends equal to the greater of:

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        Liquidation Rights.    In the event of any liquidation, dissolution or winding up of the affairs of Hawaiian, whether voluntary or involuntary, holders of shares of Hawaiian Series A preferred stock would be entitled to receive a liquidation payment in an amount equal to the greater of:

        Voting Rights.    Each share of Hawaiian Series A preferred stock would have 1,000 votes, subject to anti-dilution protections. Except as otherwise provided in Hawaiian's restated articles of incorporation or amended by-laws, holders of Hawaiian Series A preferred stock and Hawaiian common stock would vote together as one class on all matters submitted to shareholders. Holders of Hawaiian Series A preferred stock would also have special voting rights to elect an additional director of Hawaiian in the event that dividends on the Hawaiian Series A preferred stock either have not been paid or have not been declared and adequate provision for the payment thereof made in an amount equivalent to six quarterly dividends.

        Merger and Similar Transactions.    In the event of any merger, consolidation or other transaction in which shares of Hawaiian common stock are exchanged or changed, the holder of a share of Hawaiian Series A preferred stock would be entitled to receive 1,000 times the aggregate amount of stock, securities, cash and/or other property received per share of Hawaiian common stock.

        Rank.    Unless otherwise provided in connection with the creation of a subsequent series of Hawaiian preferred stock, Hawaiian Series A preferred stock ranks junior to any other series of Hawaiian preferred stock, whether issued before or after the issuance of the Hawaiian Series A preferred stock, and senior to Hawaiian's common stock.

        Other.    The Hawaiian Series A preferred stock may not be issued except upon exercise of rights, and the rights have not become exercisable under the Hawaiian rights agreement. The rights of holders of the Hawaiian Series A preferred stock as to dividends, voting and liquidation preferences are protected by anti-dilution provisions. The shares of Hawaiian Series A preferred stock are nonredeemable, but may be acquired in any other manner permitted by law. Shares of Hawaiian Series A preferred stock that are repurchased or otherwise reacquired by Hawaiian after issuance become authorized but unissued shares of Hawaiian preferred stock without designation as to series. Hawaiian Series A preferred stock may be issued in fractions of a share of one one-thousandths (1/1000) of a share, and integral multiples thereof, which fractional shares entitle the holder, in proportion to the number of the holder's fractional shares, to all the rights of holders of Hawaiian Series A preferred stock. The affirmative vote of the holders of two-thirds of the outstanding shares of Hawaiian Series A preferred stock, voting together as a single class, would be required to alter or change, materially and adversely, the powers, preferences or special rights of the Hawaiian Series A preferred stock.

Special Preferred Stock

        In connection with the investment in Hawaiian by AIP on January 31, 1996, Hawaiian authorized and issued shares of four new series of preferred stock, denominated Series B special preferred stock,

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par value $.01 per share, Series C special preferred stock, par value $.01 per share, Series D special preferred stock, par value $.01 per share, and Series E special preferred stock, par value $.01 per share. AIP holds four shares of Series B special preferred stock, AFA holds one share of Series C special preferred stock, IAM holds one share of Series D special preferred stock and ALPA holds one share of Series E special preferred stock, which shares comprise all of the issued and outstanding shares of each series of Hawaiian special preferred stock.

        Dividend Rights and Limitations.    At any time that a dividend or distribution is declared and paid with respect to Hawaiian common stock, holders of each series of Hawaiian special preferred stock have the right to receive a dividend per share equal to twice the dividend per share paid on the Hawaiian common stock.

        Liquidation Rights.    In the event of any liquidation, dissolution or winding up of Hawaiian, whether voluntary or involuntary, holders of Hawaiian special preferred stock have the right to receive, out of the assets of Hawaiian, $.01 per share before any payment is made or any assets distributed to the holders of Hawaiian common stock or to the holders of any other class of Hawaiian stock.

        Voting Rights.    Holders of Hawaiian special preferred stock have the right to one vote per share together with the Hawaiian common stock, voting as a single class, with respect to any matters submitted for a vote to the holders of Hawaiian common stock, and any other rights to vote required by the HBCA.

        Under Hawaiian's amended by-laws, Hawaiian's board of directors is fixed at eleven and holders of record of Hawaiian special preferred stock have the right to identify individuals for nomination by the board of directors of Hawaiian to serve as directors, with the holder of one or more shares of Hawaiian Series B special preferred stock having the right to identify six directors so long as it is the holder of record of at least 35% of the common stock of Hawaiian, and the holders of the other three series of Hawaiian special preferred stock each entitled to identify one director. The holder of the share or shares of each series of Hawaiian special preferred stock also has the right to fill a vacancy on the Hawaiian board caused by the removal, resignation or death of a director whom the holder of such series of Hawaiian special preferred stock is entitled to nominate pursuant to Hawaiian's amended by-laws, if the vacancy is not filled by the Hawaiian board within 30 days.

        Restrictions on Transfers and Conversion Provisions.    The rights and preferences of shares of Hawaiian special preferred stock cease to exist once the outstanding shares are converted into Hawaiian common stock, on a share for share basis, which occurs automatically (i) upon transfer of the shares to any person who is not an affiliate of the initial holder of the Hawaiian special preferred stock, (ii) in the case of the Hawaiian Series B special preferred stock, if the holder is the holder of record of less than five percent of the outstanding common equity interest of Hawaiian for 365 consecutive days and (iii) in the case of the single share of each of the Hawaiian Series C special preferred stock, Hawaiian Series D special preferred stock and Hawaiian Series E special preferred stock, if the collective bargaining agreement by and between the holder and Hawaiian is amended through collective bargaining so that the collective bargaining agreement no longer entitles the holder to nominate a representative to Hawaiian's board.

        Rank.    With respect to the right to receive distributions upon liquidation, dissolution or winding up of Hawaiian, the Hawaiian special preferred stock ranks senior to the Hawaiian Series A preferred stock and to the Hawaiian common stock.

        Merger and Similar Transactions.    In the event Hawaiian enters into any consolidation, merger or other transaction in which shares of Hawaiian common stock are exchanged for or changed into other stock, securities, cash or other property, then all shares of Hawaiian special preferred stock will at the same time be exchanged for or changed into an amount per share equal to the aggregate amount of

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stock, securities, cash and other property received in exchange for each share of Hawaiian common stock.

        Other.    None of the shares of Hawaiian special preferred stock are subject to redemption, but Hawaiian may acquire shares of Hawaiian special preferred stock in any other manner permitted by law. Shares of Hawaiian special preferred stock purchased or otherwise acquired by Hawaiian are cancelled and become authorized but unissued shares of Hawaiian preferred stock, without designation as to series. There is no provision for anti-dilution adjustments for the Hawaiian special preferred stock, including with respect to the number of shares of Hawaiian common stock issuable upon conversion of shares of Hawaiian special preferred stock.

Shareholder Rights Plan

        On December 1, 1994 the Hawaiian board of directors authorized adoption of the Hawaiian rights plan pursuant to which one preferred stock purchase right became attached to each share of Hawaiian's common stock. The following is a brief description of the Hawaiian rights plan as amended and the rights. It is intended to provide a general description only and is subject to the detailed terms and conditions of the Hawaiian rights agreement, which is an exhibit to the registration statement of which this joint proxy statement/prospectus is a part.

        Common Stock Certificates Representing Rights.    Until the "distribution date," which we describe below:

        Hawaiian common stock certificates issued after December 1, 1994 and prior to the distribution date contain a notation incorporating the Hawaiian rights agreement by reference.

        Distribution Date.    The "distribution date" is the earliest of:

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In calculating the percentage of outstanding shares of Hawaiian common stock that are beneficially owned by any person, the person will be deemed to beneficially own any Hawaiian common stock issuable upon the exercise, exchange or conversion of any options, warrants or other securities beneficially owned by the person, but Hawaiian common stock issuable upon such exercise will not be deemed outstanding for the purpose of calculating the percentage of Hawaiian common stock that is beneficially owned by any other person.

        No person will be deemed an acquiring person until that person becomes the beneficial owner of a percentage of the then outstanding Hawaiian common stock that is at least 1% more than the percentage of the outstanding Hawaiian common stock beneficially owned by that person solely as a result of distributions pursuant to Hawaiian's 1994 bankruptcy reorganization plan, such person referred to as a "grandfathered acquiring person." Further, if such a grandfathered acquiring person transfers the shares received pursuant to the bankruptcy reorganization plan, the direct transferee will not be deemed to be an acquiring person unless, as a result of another acquisition, the transferee becomes the beneficial owner of at least 1% more than the percentage of outstanding Hawaiian common stock transferred to the transferee by such grandfathered acquiring person. In addition, if any person becomes the beneficial owner of at least 15% of the then outstanding Hawaiian common stock as a result of any decrease in the number of outstanding shares of Hawaiian common stock resulting from any stock repurchase plan or self tender offer of Hawaiian, then the person will not be deemed an acquiring person until the person afterwards acquires beneficial ownership of, in the aggregate, a number of additional shares of Hawaiian common stock equal to 1% or more of the then outstanding Hawaiian common stock.

        Upon the close of business on the distribution date, the rights will separate from the Hawaiian common stock, rights certificates will be issued and the rights will become exercisable.

        Issuance of Rights Certificates.    As soon as practicable following the distribution date, separate certificates representing only rights will be mailed to the holders of record of Hawaiian common stock as of the close of business on the distribution date, and the separate rights certificates alone will represent rights from and after the distribution date.

        Expiration of Rights.    The rights will expire on December 1, 2004 unless earlier redeemed or exchanged, unless the distribution date has previously occurred and the rights have separated from the Hawaiian common stock, in which case the rights will expire on December 1, 2014.

        Exercise of Rights.    Unless the rights have expired or have been redeemed or exchanged, they may be exercised, in whole or in part at the option of the registered holders, as described in the following three paragraphs. No right may be exercised more than once and may only be exercised in one of the three ways described in the following three paragraphs. From and after the first event of the type described below, each right that is beneficially owned by an acquiring person or that was attached to a share of Hawaiian common stock that is subject to an option beneficially owned by an acquiring person will be void.

        Right to Purchase Hawaiian Preferred Stock.    From and after the close of business on the distribution date, each right (other than a right that has become void) will be exercisable to purchase one one-thousandth of a share of Hawaiian Series A preferred stock at an exercise price of $8.00. Prior to the distribution date, Hawaiian may substitute for all or any portion of the Hawaiian Series A preferred stock that would otherwise be issuable upon exercise of the rights, cash, assets or other securities having the same aggregate value as the Hawaiian Series A preferred stock.

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        Right to Purchase Hawaiian Common Stock.    From and after the close of business on the tenth business day following the share acquisition date, each right (other than a right that has become void) will be exercisable to purchase, at the exercise price, Hawaiian common stock with a market value equal to two times the exercise price. If Hawaiian does not have sufficient Hawaiian common stock available for all rights to be exercised, Hawaiian will substitute for all or any portion of the Hawaiian common stock that would otherwise be issuable upon the exercise of the rights, cash, assets or other securities having the same aggregate value as that number of shares of Hawaiian common stock.

        Right to Purchase Common Stock of Successor Corporation.    If, on or after the share acquisition date:

then each right (other than a right that has become void) will thereafter be exercisable to purchase, at the exercise price, shares of common stock of the surviving corporation or purchaser, respectively, with an aggregate market value equal to two times the exercise price.

        Adjustments to Prevent Dilution.    The exercise price, the number of outstanding rights and the number of shares of Hawaiian Series A preferred stock or Hawaiian common stock issuable upon exercise of the rights are subject to adjustment from time to time as set forth in the Hawaiian rights agreement in order to prevent dilution.

        Cash Paid Instead of Issuing Fractional Securities.    With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments require an adjustment of at least 1%. No fractional securities will be issued upon exercise of a right (other than fractions of a share of Hawaiian Series A preferred stock that are integral multiples of one one-thousandth of one share of Hawaiian Series A preferred stock and that may, at the election of Hawaiian, be evidenced by depository receipts) and, in lieu thereof, an adjustment in cash shall be made based on the market price of such securities on the last trading date prior to the date of exercise.

        Redemption.    At any time prior to the earlier of:

the members of the Hawaiian board serving prior to the date of the event triggering the rights may, at their option, direct Hawaiian to redeem the rights in whole, but not in part, at a redemption price of $.01 per right and Hawaiian will so redeem the rights. Immediately upon such action by the Hawaiian board, the right to exercise rights will terminate and the only right of the holders of rights will be to receive the redemption price.

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        Exchange.    At any time after the share acquisition date and prior to the first date thereafter upon which an acquiring person will be the beneficial owner of 50% or more of the outstanding Hawaiian common stock, the Hawaiian board may, at its option, direct Hawaiian to exchange all, but not less than all, of the then outstanding rights for Hawaiian common stock at an exchange ratio per right equal to that number of shares of Hawaiian common stock which, as of the date of the Hawaiian board's action, has a current market price equal to the difference between the exercise price and the current market price of the shares that would otherwise be issuable upon exercise of a right on such date, and Hawaiian will so exchange the rights. Immediately upon such action by the Hawaiian board, the right to exercise rights will terminate and the only right of the holders of rights will be to receive a number of shares of Hawaiian common stock equal to the exchange ratio.

        No Shareholder Rights Prior to Exercise.    Until a right is exercised, the holder of a right, as such, will have no rights as a shareholder of Hawaiian (other than rights resulting from the holder's ownership of Hawaiian common stock), including, without limitation, the right to vote or to receive dividends.

        Amendment of Rights Agreement.    The Hawaiian board of directors may, from time to time, without the approval of any holder of rights, direct Hawaiian and the rights agent to supplement or amend any provision of the Hawaiian rights agreement in any manner, whether or not the supplement or amendment is adverse to any holder of rights, and Hawaiian and the rights agent will so supplement or amend the provision. However, from and after the earliest of:

the Hawaiian rights agreement will not be supplemented or amended in any manner that would materially and adversely affect any holder of outstanding rights other than an acquiring person. In addition, from and after the first date upon which there exists an acquiring person, the Hawaiian rights agreement will not be supplemented or amended in any manner without the approval of a majority of Hawaiian's directors who were directors prior to that date.

        By a resolution adopted at the April 26, 2002 meeting of the Hawaiian board of directors, the Hawaiian board exempted the Hawaiian merger from the shareholders' rights plan by deeming the Hawaiian merger to be an "Approved Section 13(a) Transaction" and also exempted the AIP restructuring from the shareholders' rights plan by deeming the affiliate of AIP that will acquire AIP's shares of Hawaiian common stock not to be an "acquiring person."

Transfer Agent

        The transfer agent for the Hawaiian common stock and special preferred stock is ChaseMellon Shareholder Services, L.L.C., San Francisco, California.

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COMPARATIVE RIGHTS OF HOLDERS OF
HAWAIIAN HOLDINGS CAPITAL STOCK AND HAWAIIAN CAPITAL STOCK

        The rights of Hawaiian shareholders are currently governed by the Hawaii Business Corporation Act (HBCA) and common law, Hawaiian's restated articles of incorporation, Hawaiian's by-laws and the Hawaiian rights agreement. The rights of Hawaiian Holdings shareholders after the completion of the reorganization will be governed by the Delaware General Corporation Law (DGCL) and common law, Hawaiian Holdings' certificate of incorporation and Hawaiian Holdings' amended by-laws. The rights issued under the Hawaiian rights agreement are attached to Hawaiian common stock, and these rights will expire upon the conversion of the shares of Hawaiian common stock into shares of Hawaiian Holdings common stock in the reorganization. The rights attached to the shares of Hawaiian common stock that remain outstanding and held by a subsidiary of Hawaiian Holdings after the reorganization will be rendered non-exercisable through an amendment of the Hawaiian rights agreement.

        The following is a summary of the material differences between the current rights of Hawaiian shareholders and the rights they will have as shareholders of Hawaiian Holdings following the reorganization. For detailed descriptions of the capital stock of Hawaiian Holdings and Hawaiian see "Description of Hawaiian Holdings Capital Stock" and "Description of Hawaiian Capital Stock" in this proxy statement/prospectus.

Hawaiian Holdings
(a Delaware corporation)
   Hawaiian
(a Hawaii corporation)

 
 
 

Authorized Capital Stock

The authorized capital stock of Hawaiian Holdings will consist of 62 million shares, consisting of 60 million shares of common stock, par value $.01 per share and 2 million of preferred stock, par value $.01 per share, of which there have been designated four shares of Series A special preferred stock, one share of Series B special preferred stock, one share of Series C special preferred stock, and one share of Series D special preferred stock.
 
The authorized capital stock of Hawaiian consists of 60 million shares of common stock, par value $.01 per share and 2 million shares of preferred stock, par value $.01 per share, which are divided into 1,979,993 shares of preferred stock that are not yet designated, 20,000 shares designated Series A junior participating cumulative preferred stock, four shares designated Series B special preferred stock, one share designated Series C special preferred stock, one share designated Series D special preferred stock and one share designated Series E special preferred stock.

Voting Rights

Holders of common stock are, and holders of special preferred stock will be, entitled to one vote per share. Except as otherwise provided in the certificate of incorporation, holders of common stock and special preferred stock will vote together as a single class on all matters to be voted upon by shareholders.
 
Holders of common stock and special preferred stock are entitled to one vote per share. Holders of common stock and special preferred stock vote together as a single class on all matters to be voted upon by shareholders.

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The DGCL requires voting by separate classes of shares only with respect to amendments to a corporation's certificate of incorporation that adversely affect the powers, preferences or special rights of the shares of a class or that increase or decrease the aggregate number of authorized shares or the par value of the shares of a class.
 
The HBCA requires voting by separate classes of shares only with respect to amendments to a corporation's articles of incorporation (or with respect to plans of merger or share exchanges that include provisions that would require voting by separate classes if these provisions were amendments to the articles of incorporation) that: adversely affect the holders of those classes,
Under the DGCL, shareholders do not have the right to cumulate their votes in the election of directors unless such right is granted in the certificate of incorporation. Hawaiian Holdings restated certificate of incorporation does not provide for cumulative voting.   increase or decrease the aggregate number of authorized shares, effects an exchange or reclassification of shares of the class into shares of another class (or vice versa), change the designation, rights, preferences or limitations of shares of the class; change the shares of the class into a different number of shares of the same class; create a new class of shares having, or increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have, rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class; limit or deny an existing preemptive right of the shares of the class or cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on shares of the class.

 
 
Under the HBCA, shareholders have the right to cumulate their votes in the election of directors under specified procedures unless the articles of incorporation or by-laws of specified categories of corporations provide otherwise. The right of shareholders to cumulate votes has been eliminated in Hawaiian's restated articles of incorporation.

Dividends and Distribution

Delaware corporations may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which declared and/or the preceding fiscal year. Section 170 of the DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Dividends may be paid in cash, property or shares of capital stock.
 
A Hawaii corporation, unless otherwise provided in its articles of incorporation, may pay dividends and other distributions to its shareholders unless, after giving effect to the distribution, the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy preferential rights.

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Subject to the rights of holders of preferred stock, holders of common stock will be entitled to receive, on a ratable basis, dividends and other distributions out of assets legally available at times and in amounts as the board of directors of Hawaiian Holdings may determine from time to time. When any dividend or distribution is paid or declared on the common stock, holders of special preferred stock will have the right to receive a dividend per share equal to twice the dividend per share paid on the common stock.   Subject to the foregoing restrictions and the rights of holders of preferred stock, holders of common stock are entitled to receive, on a ratable basis, dividends and other distributions at times and in amounts as the board of directors of Hawaiian may determine from time to time, so long as the dividend or distribution will not render it insolvent or unable to pay its debts as they come due. When any dividend or distribution is paid or declared on the common stock, holders of special preferred stock will have the right to receive a dividend per share equal to twice the dividend per share paid on the common stock.
Treasury Stock
Under the DGCL, if a corporation acquires shares of its own stock, it is not required to retire these shares and may instead treat these treasury shares as issued but not outstanding shares. A corporation may resell its shares of treasury stock for such consideration as the board of directors may determine (including at less than their par value), but may not vote these treasury shares or count them for quorum purposes.   Under the HBCA, a corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon filing a statement of cancellation showing the reduction in the authorized shares. Hawaiian's articles of incorporation do not prohibit the reissuance of acquired shares.
Effect on Preferred Stock of Mergers and Similar Transactions
In the event Hawaiian Holdings enters into any consolidation, reorganization or other transaction in which shares of Hawaiian Holdings common stock are exchanged for or changed into other stock, securities, cash or into other property, then all shares of Hawaiian Holdings special preferred stock will at the same time be exchanged for or changed into an amount per share equal to the aggregate amount of stock, securities, cash and other property received in exchange for each share of Hawaiian Holdings common stock.   In the event Hawaiian enters into any consolidation, reorganization or other transaction in which shares of Hawaiian common stock are exchanged for or changed into other stock, securities, cash or other property, then all shares of Hawaiian special preferred stock will at the same time be exchanged for or changed into an amount per share equal to the aggregate amount of stock, securities, cash and other property received by each share of Hawaiian common stock.
Number of Directors
The DGCL provides that the board of directors of a Delaware corporation shall consist of one or more directors as fixed by the corporation's certificate of incorporation or by-laws.

The board of directors of Hawaiian Holdings currently will be fixed by the restated certificate of incorporation and amended by-laws at 11 directors.		   Under the HBCA, the board of directors must consist of one or more individuals, with the number either to be specified in or fixed in accordance with the articles of incorporation or by-laws.

The board of directors of Hawaiian is currently fixed by the articles of incorporation and by-laws at 11 members.

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Classes of Directors
The DGCL permits, but does not require, a Delaware corporation to provide in its certificate of incorporation for a classified board of directors, dividing the board into up to three classes of directors with staggered terms of office, with only one class of directors to be elected each year for a maximum term of three years. Hawaiian Holdings' restated certificate of incorporation will not provide for a classified board of directors.   Under the HBCA, if there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total (as near as may be) and with only one group to be elected each year. Hawaiian's restated articles of incorporation do not provide for a staggered board.

Qualifications of Directors

Under the DGCL, a director need not be a shareholder unless the certificate of incorporation or by-laws so requires. Hawaiian Holdings' restated certificate of incorporation will not contain such a requirement, and its amended by-laws will provide that directors need not be shareholders of Hawaiian Holdings. Hawaiian Holdings' amended by-laws will provide that the qualifications of directors will consist of nomination in accordance with the procedures described under "Description of Hawaiian Holdings Capital Stock—Special Preferred Stock and Related Provisions—Nomination of Members of the Board."
 
The HBCA provides that, unless the articles of incorporation or by-laws so prescribe, a director need not be a resident of Hawaii or a shareholder of the corporation. Hawaiian's restated articles of incorporation do require that at least one member of the board of directors be either Hawaii residents or shareholders. Hawaiian's amended by-laws provide that the qualifications of directors consist of nomination in accordance with procedures described under "Description of Hawaiian Capital Stock—Special Preferred Stock—Voting Rights."

Board Nomination Rights

Each holder of a share of special preferred stock will be entitled to identify for nomination one member of Hawaiian Holdings' board of directors, subject to specified conditions, which are described in detail under "Description of Hawaiian Holdings Capital Stock."
 
Each holder of a share of special preferred stock is entitled to identify for nomination one member to Hawaiian's board of directors subject to specified conditions, which are described in detail under "Description of Hawaiian Capital Stock."

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Removal of Directors
The DGCL provides that a director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. However, in the case of a corporation whose board is classified, the directors may be removed only for cause unless the certificate of incorporation provides otherwise. Hawaiian Holdings will not have a classified board of directors.

Hawaiian Holdings' amended by-laws will provide that, subject to the rights of holders of preferred stock, any director may be removed from office with or without cause by the holders of a majority of the combined voting power of the outstanding shares of voting stock.		   Under the HBCA, shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

A director, including a director nominated by the holders of special preferred stock, may be removed, with or without cause, by the affirmative vote of shareholders having a majority of the corporation's voting power at a special meeting called expressly for that purpose. A Hawaii court may also remove a director in an action commenced by the corporation or by holders of at least 10% of the shares of any class if the court finds that the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation and that removal is in the best interest of the corporation.

Filling Vacancies on the Board of Directors

The DGCL provides that, unless the governing documents of a corporation provide otherwise, vacancies and newly created directorships resulting from a resignation or an increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office.

Newly created directorships and vacancies on Hawaiian Holdings' board may be filled by affirmative vote of a majority of the board or by a plurality of the votes cast by shareholders at a meeting. However, so long as there is a holder of special preferred stock of Hawaiian Holdings, and the vacancy is of a director nominated by that holder, Hawaiian Holdings' board may fill the vacancy only with a person nominated by the holder. Furthermore, if the type of vacancy described in the preceding sentence is not filled within 30 days, the vacancy may be filled by the affirmative vote of the holders of a majority of this series of special preferred stock.
 
The HBCA provides that, unless the articles of incorporation provide otherwise, vacancies and newly created directorships from an increase in the authorized number of directors may be filled by the shareholders, the board of directors or, if the directors remaining in office constitute fewer than a quorum, the affirmative vote of a majority of all the directors remaining in office.

Newly created directorships and vacancies on Hawaiian's board may be filled by the affirmative vote of a majority of the board or by a plurality of the votes cast by shareholders at a meeting. However, so long as there is a holder of special preferred stock of Hawaiian, and the vacancy is of a director nominated by that holder, the Hawaiian board may fill the vacancy only with a person nominated by the holder. Furthermore, if the type of vacancy described in the preceding sentence is not filled within 30 days, this vacancy may be filled by the affirmative vote of the holders of a majority of the series of special preferred stock.

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Special Meetings of Shareholders
Under the DGCL, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the by-laws. Hawaiian Holdings' amended by-laws will provide that special meetings of Hawaiian Holdings shareholders may be called only by the chairman of the board of directors or by a resolution approved by a majority of the board of directors subject to the rights of holders of any series of preferred stock of Hawaiian Holdings. Business at such special meetings is limited to the purpose stated in the notice for such meeting.   Under the HBCA, a corporation is required to hold a special meeting of shareholders on the call of its board of directors or a person authorized to do so by the articles of incorporation or by-laws, or by written demand of shareholders holding at least ten percent of the outstanding stock of Hawaiian entitled to vote at the meeting.

Special meetings of Hawaiian shareholders must be called by the corporate secretary upon written request of the holders of not less than one-tenth of the issued and outstanding common stock entitled to vote at the meeting or upon the resolution of the board of directors. Business at such meetings is limited to the purpose stated in the notice of meeting.

Requirements for Advance Notification of Shareholder Nominations and Proposals
Hawaiian Holdings' amended by-laws will require that shareholders provide advance notice of nomination of directors and shareholder proposals for consideration of an annual meeting. Notice for an annual meeting must be received by Hawaiian Holdings:

•    not earlier than 120 days prior to the anniversary of last year's annual meeting; and

•    not later than 90 days prior to such anniversary date.

If the date of the annual meeting is more than 30 days before or 70 days after such anniversary date, then notice must be received by Hawaiian Holdings.		   Hawaiian's amended by-laws require that shareholders provide advance notice of shareholder proposals for consideration at an annual meeting. The advance notice must be received by the corporate secretary not less than 30 nor more than 60 days prior to the annual meeting. However, if less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, the notice must be received no later than the close of business on the 10th day following the day on which the notice of the date of the meeting was mailed or such public disclosure was made.

The notice must include specified information regarding the proposal and the shareholder making the proposal that would be required by the proxy rules of the SEC.
•    Not earlier than 120 days prior to the date of the annual meeting; and

•    not later than 90 days prior to the date of the annual meeting, or 10 days after public announcement of such date, if later.		    

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The notice must include specified information regarding the nominee or the proposal and the shareholder making the nomination or proposal that would be required by the proxy rules of the SEC.    

Only business identified in the notice of special meeting may be conducted at the special meeting. If a special meeting is called to elect directors, a shareholder may submit nominations provided that the shareholder's notice is received by Hawaiian Holdings:

•    not earlier than 120 days prior to the date of the special meeting; and

•    not later than 90 days prior to the date of the special meeting, or 10 days after public announcement of such date, if later.
 
 

Notice of Shareholders Meetings

The DGCL requires notice of shareholders meetings to be sent to all shareholders of record entitled to vote at the meeting not less than 10 nor more than 60 days prior to the date of the meeting.

Hawaiian Holdings' amended by-laws will provide for notice to shareholders of record not less than 10 nor more than 60 days prior to an annual or special meeting.
 
Under the HBCA, a corporation must notify shareholders entitled to vote of the date, time and place of each shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date.

Hawaiian's amended by-laws provide for written notice to shareholders entitled to vote at a meeting not less than 10 nor more than 70 days prior to the date set for an annual or special meeting.

Shareholder Action by Written Consent

Hawaiian Holdings' amended by-laws will provide that shareholder action may not be taken by written consent, but instead that any action required or permitted to be taken by shareholders must be effected at an annual or special meeting of shareholders, subject to the rights of holders of any series of the preferred stock.
 
Any action required or permitted to be taken by shareholders of Hawaiian at a shareholders' meeting may be taken by the unanimous written consent of shareholders, but such action is impracticable because of the large number of Hawaiian shareholders.

Undesignated Preferred Stock

The board of directors will be authorized to issue preferred stock with voting or other rights or preferences without shareholder approval.
 
The board of directors is authorized to issue preferred stock with voting or other rights or preferences without shareholder approval.

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Amendment of Certificate of Incorporation

Under the DGCL, amendments to a corporation's certificate of incorporation require the approval of the board of directors and shareholders holding a majority of the outstanding stock entitled to vote on such amendment, unless a different proportion is specified in the certificate of incorporation or by other provisions of the DGCL.

Most provisions in Hawaiian Holdings' restated certificate of incorporation, including those relating to the special preferred stock but excluding the authorized capital provision, may be amended only by the affirmative vote of the holders of at least two-thirds of the combined voting power of the outstanding shares of voting stock of Hawaiian Holdings voting together as a single class.
 
Under the HBCA, amendments to a corporation's articles of incorporation require the approval of the board of directors (except in specified instances involving a conflict of interest) and the approval of the holders of two-thirds of the shares entitled to vote on the amendment.

Under Hawaiian's restated articles of incorporation, the affirmative vote of the holders of two-thirds of all outstanding shares of the capital stock of Hawaiian with voting power is required to amend Hawaiian's restated articles of incorporation.

Amendment of By-laws

Under the DGCL, holders of a majority of the voting power of a corporation, and, when provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the by-laws of a corporation.

Hawaiian Holdings' board may amend the by-laws by the vote of a majority of the entire board of directors, subject to repeal or change by action of shareholders, except for the provisions of Hawaiian Holdings' amended by-laws relating to:

•    amendment of the by-laws;

•    the number, qualification or term of office of directors;

•    newly created directorships or vacancies;

•    removal of directors;

•    special meetings of the board; and

•    quorum of directors.
 
Under the HBCA, a corporation's board of directors may amend or repeal the by-laws unless either the articles of incorporation or the HBCA reserve this power exclusively to the shareholders, or the shareholders in amending or repealing a particular by-law provide expressly that the board of directors may not amend or repeal that by-law. A corporation's shareholders may amend or repeal the corporation's by-laws even though the by-laws may also be amended or repealed by its board of directors.

Hawaiian's amended by-laws may be amended, altered or repealed by the affirmative vote of a majority of the members of the board, subject to repeal or change by action of shareholders, except for the provisions of Hawaiian's amended by-laws relating to:

•    the number or qualifications of directors;

•    notice and other requirements with respect to shareholder meetings; and

•    the removal of directors and filling of vacancies or the amendment of the amended by-laws.

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The majority of the board which approves an amendment to the provisions listed above must include at least one director, if any, nominated by the holder of the Series A special preferred stock and at least two of the three directors nominated by the holders of the Series B, Series C and Series D special preferred stock.   The provisions of the by-laws listed above may be amended only by a majority of the board of directors that includes a director, if any, nominated by the holder of the Series B special preferred stock and at least two of the three directors nominated by the holders of the Series C, Series D and Series E special preferred stock.

Indemnification

The DGCL provides that, subject to certain limitations in the case of suits brought by or in the right of the corporation, a corporation may indemnify any person who is made a party to any suit or proceeding on account of being a director, officer, employee or agent of the corporation against expenses, attorney's fees, judgments, fines and amounts paid in settlement reasonably incurred by him or her in connection with the action, through, among other things, a majority vote of the directors who were not parties to the suit or proceeding, if the person:

•    acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and

•    in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

To the extent a present or former director or officer is successful in the defense of such an action, suit or proceeding, the corporation is required by the DGCL to indemnify such person for reasonable expenses incurred thereby.
 
The HBCA provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against the liability incurred in the proceeding if:

•    The individual conducted himself or herself in good faith and the individual reasonably believed: (i) in the case of conduct in the individual's official capacity, the individual's conduct was in the best interests of the corporation; and (ii) in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or

•    the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

To the extent that a director is successful in the defense of such a proceeding, the corporation is required by the DGCL to indemnify such director for reasonable expenses incurred thereby. The HBCA also provides that a corporation may include indemnification provisions in its articles of incorporation that are broader than the foregoing provisions.

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Hawaiian Holdings' restated certificate of incorporation and amended by-laws will provide for indemnification, to the fullest extent authorized by Delaware law, for each person who was or is made a party to, is threatened to be made a party to or is involved in any action, suit or proceeding because he or she is or was a director or officer of such company (or was serving at the request of such company as a director, trustee, officer, employee, or agent of another entity) while serving in such capacity against all expenses, liabilities, or loss reasonably incurred by this person provided that indemnification in connection with a proceeding brought by this person will be required only if the proceeding was authorized by Hawaiian Holdings' board of directors.

Hawaiian Holdings' restated certificate of incorporation and amended by-laws also will provide that Hawaiian Holdings must pay expenses incurred in defending the proceedings specified above in advance of their final disposition, provided that, if so required by Delaware law, such advance payments for expenses incurred by a director or officer may be made only if he or she undertakes to repay all amounts so advanced if it is ultimately determined that the person receiving such payments is not entitled to be indemnified. Hawaiian Holdings' restated certificate of incorporation and amended by-laws authorize the company to provide similar indemnification to its employees or agents.

The right to indemnification is not exclusive of any other right which any person may have or acquire under any statute, provision of Hawaiian Holdings' restated certificate of incorporation or amended by-laws, agreement, vote of shareholders or disinterested directors or otherwise.
 
Under the HBCA, a corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding. Also under certain circumstances, a director may apply and obtain indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

The current indemnity provisions in Hawaiian's restated articles of incorporation were adopted under an earlier version of the HBCA. These provisions require the corporation to provide indemnification to a person named in a proceeding by reason of being a director or officer if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation's best interests, and, in a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. No indemnification, however, may be made in a proceeding brought by or in the right of Hawaiian in respect of any matter as to which he or she has been adjudged to be liable for negligence or misconduct in the performance of his or her duty to Hawaiian unless and only to the extent that the applicable court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for the expenses which the court deems proper. Further, indemnification under the provisions in Hawaiian's restated articles of incorporation may be made only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard, with such determination to be made

•    by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding;

•    if the quorum is not obtainable, by independent legal counsel in a written opinion to the corporation;

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    •    by a majority vote of the shareholders; or

•    by the court in which the proceeding is or was pending upon application.

 
 
Hawaiian's restated articles of incorporation also provide that expenses incurred in defending a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors in a particular case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified.

 
 
Any indemnification pursuant to Hawaiian's restated articles of incorporation is not to be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement or otherwise.

Limitations on Directors' and Officers' Liability

Under the DGCL, a corporation may, in its certificate of incorporation, eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. A corporation, however, may not eliminate or limit the liability of a director for:

•    any breach of the director's duty of loyalty to the corporation or its shareholders;

•    acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•    payment of a dividend or approval of a stock repurchase in violation of Section 174 of the DGCL; or

•    any transaction from which the director derived an improper personal benefit.

The restated certificate of incorporation of Hawaiian Holdings will provide that, to the fullest extent permitted under the DGCL, no director will be liable to Hawaiian Holdings or
 
Under the HBCA, a corporation may, in its articles of incorporation, eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for monetary damages against any director of the corporation for any action taken, or any failure to take any action, as a director. A corporation, however, may not eliminate or limit the personal liability of a director for:

•    the amount of a financial benefit received by a director to which the director is not entitled;

•    an intentional infliction of harm on the corporation or the shareholders;

•    payment of a dividend or other distribution in violation of section 414-223 of the HBCA; or

•    an intentional violation of criminal law.

The restated articles of incorporation of Hawaiian provide that, to the fullest extent permitted by the HBCA, a director will not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

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its shareholders for monetary damages for breach of fiduciary duty as director. This provision protects Hawaiian Holdings' directors against personal liability for monetary damages from breaches of their duty of care. It does not eliminate the director's duty of care and has no effect on the availability of equitable remedies, such as an injunction or rescission, based upon a director's breach of his or her duty of care.    

Shareholder Rights Plan

Hawaiian Holdings will not have a shareholder rights plan immediately after the reorganization, but the board could adopt such a plan in the future (although it has no current plans to do so).
 
Hawaiian currently has a shareholder rights plan, which is summarized under "Description of Hawaiian Capital Stock—Shareholder Rights Plan."

Interested Director Transactions

Under Delaware law, contracts or transactions between a corporation and one or more of its directors or officers will not be void or voidable solely because of this reason or solely because the interested director or officer is present or participates in the board or committee meeting that authorizes the contract or transaction so long as:

•    the material facts as to the director's or officer's relationship or interest and as the contract or transaction are disclosed or are known to the board or committee, and the board in good faith authorizes the contract or transaction by a vote that includes the affirmative votes of a majority of the directors, even if the disinterested directors are less then a quorum;

•    the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are known to the shareholders entitled to vote, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

•    the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or shareholders.
 
Under Hawaii law, contracts or transactions between a corporation and one or more of its directors may not be enjoined, set aside or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or in a derivative proceeding, because the director, or a person with whom the director has a personal, economic or other association has an interest, so long as the contract or transaction:

•    is approved by a majority of the members of the board who are "qualified directors" (but no fewer than two) or by a majority of the members of a committee who are either all of the qualified directors on the board or were approved by the affirmative vote of all qualified directors on the board after disclosure of the existence and nature of the conflicting interest and of all material facts known about the transaction (even if directors who are not qualified directors participate in the related deliberations or vote);

•    is approved by a majority vote of shares beneficially owned by shareholders of Hawaiian who are not directors with a conflicting interest or specified persons related to such directors, after disclosure of the existence and nature of the conflicting interest and of all material facts known about the transaction; or

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Interested directors may be counted for quorum purposes at a meeting.   •    if the transaction, judged according to the circumstances at the time of the commitment, is established to have been fair to Hawaiian.

 
 
A "qualified director" is a director who does not have a conflicting interest or a family, financial, professional or employment relationship with a director who has a conflicting interest if, under the circumstances, the relationship would reasonably be expected to exert an influence on the director's judgment when voting on the transaction.
Approval of Merger
Under the DGCL, a merger or consolidation must be approved by the board of directors and by a majority of the outstanding stock of the corporation entitled to vote thereon. However, under Section 251(f) of the DGCL, no vote of shareholders of a constituent corporation surviving a merger is required, unless the corporation provides otherwise in its certificate of incorporation (which Hawaiian Holdings' restated certificate of incorporation will not), if:

•    the merger agreement does not amend the certificate of incorporation of the surviving corporation;

•    each share of stock of the surviving corporation outstanding before the merger is an identical outstanding or treasury share after the merger; and

•    either no shares of common stock of the surviving corporation are to be issued or delivered pursuant to the merger or, if such common stock will be issued or delivered, it will not increase the number of shares of common stock outstanding immediately prior to the merger by more than 20%.
 		  Under the HBCA, a merger or share exchange to which Hawaiian is a constituent party must be approved by three-fourths of the outstanding shares of common stock and special preferred stock, voting together as a single voting group, and the affirmative vote of the majority of the shares of special preferred stock, voting together as a single voting group. However, action by the shareholders of the surviving corporation on a plan of merger is not required if:

•    the articles of incorporation of the surviving corporation will not differ (with limited exceptions) from the articles of incorporation before the merger;

•    each shareholder of the surviving corporation whose shares were outstanding immediately before the merger will hold the same number of shares, with identical rights, immediately after the merger;

•    the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

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In addition, under Section 251(g) of the DGCL, no shareholder approval is required if a corporation merges with a direct or indirect wholly-owned subsidiary in order to form a holding company structure, so long as specified requirements are satisfied. As a result, if Hawaiian had been a Delaware corporation, a reorganization similar to that contemplated by the reorganization proposal would not have required shareholder approval.   •    the number of participating shares (i.e., shares entitled to participate without limitations on distributions) outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, will not exceed by more than 20% the total number of participating shares outstanding immediately before the merger.

Approval of Sale of Assets

Any sale, lease or exchange of all or substantially all of Hawaiian Holdings' assets must be approved by a majority of the outstanding shares of Hawaiian Holdings common stock and special preferred stock, voting together as a single class.
 
Any sale, lease or exchange of all or substantially all of Hawaiian's assets other than in the usual and regular course of business must be approved by three-fourths of the outstanding shares of Hawaiian common stock and special preferred stock, voting together as a single voting group.

Anti-Takeover Provisions

The DGCL contains a business combination statute that protects domestic corporations from hostile takeovers, and from actions following such a takeover, by prohibiting some transactions once an acquiror has gained a significant holding in the corporation.

Section 203 of the DGCL prohibits, with certain exceptions, "business combinations," including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an "interested stockholder" who beneficially owns 15% or more of a corporation's voting stock, within three years after the person or entity becomes an interested shareholder.
 
The Hawaii Control Share Acquisition Act places restrictions on the acquisition of ranges of voting power in the election of directors of an issuing public corporation, which is defined as a corporation incorporated in Hawaii with at least 100 shareholders and having its principal place of business or substantial assets located in Hawaii. The Control Share Acquisition Act does not currently apply to Hawaiian by virtue of a provision in its restated articles of incorporation making the Act inapplicable to Hawaiian. Neither Hawaiian Holdings nor Hawaiian will be an issuing public corporation within the meaning of the Control Share Acquisition Act following the reorganization.

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In accordance with Section 203, Hawaiian Holdings will make an election in its restated certificate of incorporation to opt out of this section so that it will not apply to Hawaiian Holdings.
 
The Hawaii Corporate Take-Overs Act (the "HCTA"), generally applies to take-over offers made to residents of the State of Hawaii in cases where the offeror would become the beneficial owner of more than 10% of any class of equity securities of a target company, or where an offeror that already owns more than 10% of any class of equity securities of the target company would increase its beneficial ownership by more than 5%. Under the HCTA, a "take-over offer" is an offer to acquire any equity securities of a target company from a Hawaii resident pursuant to a tender offer or request or invitation for tenders. A "target company" is an issuer of publicly traded equity securities that is organized under the laws of Hawaii or has at least 20% of its equity securities beneficially held by Hawaii residents and has substantial assets in Hawaii. (Under this definition, the HCTA may apply to Hawaiian Holdings following the reorganization.)

 
 
The HCTA does not apply if the offer has been approved in writing by the board of directors of the target company, if the offeror is the issuer of the securities, if the offeror does not acquire more than 2% of any class of equity securities of the issuer during the preceding 12 month period, or if the offer involves an exchange of securities that is registered under (or exempt from) the HCTA. Under the HCTA, no offeror may acquire from any Hawaii resident equity securities of a target company at any time within two years following the last purchase of securities pursuant to a take-over offer with respect to the same class of securities, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the holders of the equity securities are afforded, at the time of the acquisition, a reasonable opportunity to dispose of the securities to the offeror upon substantially equivalent terms as those provided in the earlier take-over offer. The HCTA requires that any person making a covered take-over offer file a registration statement with the Hawaii Commissioner of Securities.

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Appraisal or Dissenters' Rights

Under Section 262 of the DGCL, shareholders of a corporation involved in a merger or consolidation have the right to demand and receive payment of the fair value of their stock in lieu of receiving the merger consideration, provided that these shareholders comply with the procedural requirements set forth under Delaware law for perfecting this right. However, appraisal rights are not available to holders of shares that are:

•    listed on a national securities exchange;

•    designated as a national market system security on an interdealer quotation system operated by the National Association of Securities Dealers, Inc.; or

•    held of record by more than 2,000 holders;

unless holders of such stock are required under the terms of the merger agreement to accept consideration in the reorganization other than any combination of:

•    shares of stock or depositary receipts of the surviving corporation in the reorganization;

•    shares of stock or depositary receipts of another corporation that, at the effective date of the reorganization, will be either:

•    listed on a national securities exchange;

    •    designated as a national market system security on an interdealer quotation system operated by the National Association of Securities Dealers, Inc.; or

    •    held of record by more than 2,000 holders; or

•    cash in lieu of fractional shares of stock or depositary receipts received.
 
Under Hawaii law, shareholders of a corporation involved in a merger or other specified extraordinary actions have a right to dissent from these actions, and obtain payment of the fair value of their shares, in lieu of receiving the reorganization consideration, provided that these shareholders comply with specified procedural requirements. See "Proposal Two: The Reorganization—Rights of Dissenting Shareholders."

Shareholders have dissenters' rights under the HBCA with respect to the following corporate actions:

•    a merger if (a) shareholder approval of the action is required and the shareholder is entitled to vote on the merger or (b) the corporation is a subsidiary that is merged with its parent under the HBCA;

•    a share exchange in which their shares will be acquired, if the shareholder is entitled to vote on the exchange;

•    a sale or exchange of all, or substantially all, of the property of the corporation other than in the ordinary course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution (with specified exceptions);

•    charter amendments that materially and adversely affect rights in respect of a dissenter's shares in certain specified respects;

•    a conversion to which the corporation is the converting entity if the shareholder is entitled to vote on the conversion; and

•    actions pursuant to a shareholder vote to the extent the articles of incorporation, by-laws or a resolution of the board provides for the right to dissent.

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Shareholder Preemptive Rights

The DGCL provides that no shareholder shall have any preemptive rights to purchase additional securities of the corporation unless the certificate of incorporation expressly grants these rights. Hawaiian Holdings' restated certificate of incorporation will not provide for preemptive rights.
 
The HBCA provides that shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. The articles of incorporation of Hawaiian expressly denies preemptive rights other than such rights as the board in its discretion may grant. No such rights have been granted.

Inspection of Shareholder Lists

Delaware law allows any shareholder to inspect the stock ledger and the other books and records of a corporation for a purpose reasonably related to that person's interest as a shareholder. Hawaiian Holdings' amended by-laws will provide that the shareholder list will be available for inspection at least 10 days before every shareholders meeting.
 
The HBCA allows any shareholder to inspect the shareholders' list beginning two business days after notice of the meeting is given and continuing through the meeting. A shareholder or his or her agent or attorney is entitled on written demand to inspect and to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.

Hawaii law also allows any shareholder to inspect the stock ledger and obtain a certified copy of anything in the ledger, provided that the shareholder pays a reasonable charge for the preparation of the certified transcript.

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INFORMATION ABOUT HAWAIIAN

Overview

        We are the largest airline headquartered in Hawaii, based on operating revenues of $611.6 million for 2001. We are engaged primarily in the scheduled transportation of passengers, cargo and mail. We were incorporated in January 1929 under the laws of the Territory of Hawaii. On average and depending on seasonality, we operate approximately 150 scheduled flights per day with:

        We also provide charter service daily from Honolulu to Las Vegas and two to three times weekly from Honolulu to Anchorage, Alaska.

        As of April 30, 2002, our operating fleet consisted of five new Boeing 767-300ER aircraft, 13 new Boeing 717-200 aircraft and 11 DC-10 aircraft. In 2001, we announced plans to replace all of our wide-body DC-10 aircraft utilized on the transpacific and south pacific routes with 16 new Boeing 767-300ERs. Under this plan, we expect to take delivery in 2002 and 2003 of 11 additional Boeing 767-300ER aircraft. Upon completion of our fleet modernization plan in 2003, we expect to have one of the youngest fleets of any U.S. national or major carrier.

        Additional information about Hawaiian is contained in Hawaiian's annual report to shareholders for the year ended December 31, 2001 that accompanies this proxy statement/prospectus and other documents that are not being delivered with this proxy statement/prospectus. For information about how you can obtain these other documents, see "Where You Can Find More Information."

Recent Developments

        Termination of Merger with Aloha and TurnWorks.    When it became clear that the April 18, 2002 outside date in our merger agreement with Aloha and TurnWorks would not be met, we were asked by TurnWorks to extend that date. After discussions with the other parties about potential revisions to the merger as a condition to any extension, we decided and announced that we would not agree to an extension. Subsequently, Aloha and TurnWorks announced they would no longer pursue the merger, and the parties effectively treated the merger agreement as terminated. To avoid any doubt on the matter, on April 18, 2002, we formally terminated the merger agreement, while reserving our position that the merger agreement had been effectively terminated prior to that date.

        Stock Repurchase Program.    On April 19, 2002, after the formal termination of the merger agreement, we began repurchasing shares under the stock repurchase program that was authorized by our board of directors in March 2002. The program authorizes us to repurchase up to 5 million shares of our common stock from time to time in the open market or privately negotiated transactions. Under this program, we have repurchased approximately 513,300 shares as of April 30, 2002.

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MANAGEMENT, EXECUTIVE COMPENSATION AND RELATED PARTY TRANSACTIONS

Directors and Executive Officers

        All of our directors are appointed in accordance with our amended by-laws. Pursuant to our amended by-laws, based on AIP's share ownership as of the record date, AIP has the right to identify for nomination six of the eleven directors. In addition, pursuant to our amended by-laws, based on its rights under its collective bargaining agreement with us, each of the IAM, the AFA and ALPA has the right to identify for nomination one director. AIP has agreed to vote its shares in favor of the nominees identified by the unions. In addition, our board is required to nominate one outside director (an individual not employed by us or affiliated with AIP or any of our unions), and one director who is a senior management official.

        All officers are appointed annually by our board of directors at their first meeting after the annual meeting of shareholders at which our board is elected and at subsequent meetings of our board or as directed by our amended by-laws or as delegated by our board.

        The directors and executive officers of Hawaiian will become the directors and executive officers of Hawaiian Holdings after the completion of the reorganization. Information regarding our current executive officers is provided below:

Name
   Age
   Position

John W. Adams
 
58
 
Chairman of the Board of Directors

Paul J. Casey
 
56
 
Vice Chairman of the Board, Chief Executive Officer and President

H. Norman Davies, Jr.
 
65
 
Executive Vice President—Operations

Christine R. Deister
 
52
 
Executive Vice President and Chief Financial Officer

John B. Happ
 
46
 
Senior Vice President—Marketing and Sales

Ruthann S. Yamanaka
 
48
 
Senior Vice President—People Services Group

Lyn F. Anzai
 
59
 
Vice President, General Counsel and Corporate Secretary

Karen A. Berry
 
45
 
Vice President—Finance and Treasurer

Brian D. Hermansader
 
60
 
Vice President—Maintenance and Engineering

Rolland F. Lawrence
 
61
 
Vice President—Flight Operations

Blaine J. Miyasato
 
38
 
Vice President—Customer Services

Glenn G. Taniguchi
 
59
 
Vice President—Schedule Planning

        Biographical information regarding Messrs. Adams and Casey can be found under "Proposal Number One—Election of Directors." Biographical information regarding our other executive officers is provided below.

        H. Norman Davies, Jr.    Mr. Davies was appointed executive vice president—operations of Hawaiian on April 1, 2002. Previously, he was vice president—safety and security from January 6, 1997 until March 31, 2002. He was chief pilot in New York for Delta from November 1991 until June 1996.

        Christine R. Deister.    Ms. Deister became executive vice president and chief financial officer of Hawaiian in July 2001. Previously, she was executive vice president, chief financial officer and treasurer,

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from March 1, 2001 to July 10, 2001. Prior to joining Hawaiian, she had been employed with TWA for more than 30 years, most recently as senior vice president—finance and treasurer.

        John B. Happ.    Mr. Happ has been senior vice president—marketing and sales since December 1997. He served dual roles of vice president—market planning for LTU Airlines and vice president—marketing for its subsidiary, Go America, from 1996 to 1997. From 1989 to 1996, he held various senior marketing and business development positions at Continental Airlines, Inc., including most recently managing director of the Newark Business Unit.

        Ruthann S. Yamanaka.    Ms. Yamanaka has been senior vice president—people services group since March 1998. She was senior vice president—assistant director, human resources for Bank of Hawaii from July 1994 through February 1998 and manager, quality assurance administration from 1988 to 1994.

        Lyn F. Anzai.    Ms. Anzai has been vice president, general counsel and corporate secretary since July 1997. She was senior counsel in the corporate/investment legal division of Kamehameha Schools Bishop Estate from November 1990 until July 1997.

        Karen A. Berry.    Ms. Berry was appointed vice president—finance and treasurer effective June 1, 2001. She held the position of director—financial and business analysis from 1990 until 1997, after which she held several senior positions within the finance and marketing divisions, most recently as managing director—finance.

        Brian D. Hermansader.    Mr. Hermansader was appointed vice president—maintenance and engineering effective August 1, 2001. He held the position of division manager modifications operations with SRTechnics from 2000 to July 2001. From 1997 to 2000, he was the director quality assurance with U. S. Technical and from 1996 to 1997 he was vice president maintenance and engineering with Carnival Airlines.

        Rolland F. Lawrence.    Mr. Lawrence was appointed vice president—flight operations on June 26, 2000. He has been a pilot with Hawaiian since 1966 and most recently served as a DC-10 captain.

        Blaine J. Miyasato.    Mr. Miyasato has been vice president—customer services since January 2000, after serving as vice president—in-flight, catering and product development from February 1999 to January 2000. From 1993 to 1998 he held various senior positions at Hawaiian including senior director—in-flight, product development and catering.

        Glenn G. Taniguchi.    Mr. Taniguchi has been vice president—schedule planning since 1998. He was vice president—schedule planning and reservations from 1995 to 1998. He was staff vice president—schedule planning and reservations of Hawaiian from 1991 until 1995.

Recent Developments Regarding Executive Management

        On March 28, 2002, our board of directors accepted the resignation of Robert W. Zoller, Jr., who had been with Hawaiian since December 1, 1999, and had been president and chief operating officer since January 30, 2001. On the same date, our board of directors changed Mr. Casey's title to that of vice chairman, chief executive officer and president effective April 1, 2002. Also, on the same date, our board of directors promoted H. Norman Davies, Jr., who had been with Hawaiian since January 1997 from the position of vice president—safety and security to the position of executive vice president—operations.

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Certain Matters Involving Directors and Executive Officers

        Our board of directors has responsibility for the overall direction of our business and affairs, although it is not involved in day-to-day operations. Our board of directors and its committees establish corporate policy and make major decisions at their meetings. Our management keeps directors informed by providing them various reports and other information at meetings of our board of directors and its committees and at other times during the year. Regular meetings of our board of directors are held six times per year and other meetings are held when required. In 2001, our board of directors held twelve meetings, six of which were telephonic meetings and also acted by unanimous written consent. During 2001, each director attended at least 75% of the total number of meetings of the board and committees on which he or she served.

        During fiscal year 2001, nonemployee directors were each paid a $12,000 annual retainer fee, prorated on a monthly basis. In addition to the $12,000 annual retainer fee, nonemployee directors received a fee of $1,250 for each meeting of the board of directors attended (decreased to $625 for telephonic attendance) and a fee of $500 for each committee meeting attended. We provided travel to and from board meetings, as well as hotel accommodations, meals and ground transportation, as needed, for all directors. Mr. Adams, Mr. Casey, Mr. Morella and Ms. Soper, as employee directors, received only reimbursement for expenses incurred in attending meetings.

        In addition to the standing board committees, on October 29, 2001, the board appointed the members of the audit committee to serve as a special committee to conduct an independent review of and to negotiate on behalf of the minority shareholders the terms of the merger agreement with Aloha and TurnWorks under which our operations and those of Aloha were to have been combined under a single holding entity. The executive committee authorized payment to the special committee of fees and reasonable business expenses as follows:

 
   Retainer
   Monthly
Retainer
   In Person
Meeting
   Telephonic
Meeting
Chairman   $ 30,000   $ 3,750   $ 3,750   $ 1,500
Members     20,000     2,500     2,500     1,000

The special committee met nine times during 2001 and earned the following fees for 2001 which were paid in January 2002: Mr. Cole—$59,250; Mr. Hoar—$38,500; and Mr. Weisfield—$39,500. The committee continued through March 2002 and held one meeting in 2002. Fees for 2002 were paid as follows: Mr. Cole—$20,250; Mr. Hoar—$8,500; and Mr. Weisfield—$8,500.

        Nonemployee directors are eligible to receive stock options under the terms of the 1996 Nonemployee Director Stock Option Plan. At its discretion, the compensation committee of the board of directors, acting pursuant to that plan, can grant stock options to nonemployee directors under the terms of the plan. In 2001, no stock options were granted to nonemployee directors pursuant to the 1996 Nonemployee Director Stock Option Plan.

        At the 1995 annual meeting of shareholders, the shareholders approved and authorized us to enter into indemnification agreements with all of our directors and officers, including all of the named executive officers. The agreements provide for mandatory indemnification of the director or officer (the "indemnitee") against expenses (including attorney's fees), judgments, fines, penalties and settlement amounts to the fullest extent permitted by law, subject to certain specified limitations and subject to the indemnitee meeting the applicable standard of conduct. To be entitled to indemnification in

65

proceedings other than proceedings by us or in our right, the indemnitee must have acted in good faith and in a manner reasonably believed to be in or not opposed to our best interests. For criminal proceedings, the director or officer must have had no reasonable cause to believe that the conduct in question was unlawful and, if the director or officer is found guilty, a disinterested majority of the directors must find that (i) the indemnitee did not receive a pecuniary benefit to our detriment and (ii) under the circumstances, the indemnitee is entitled to indemnification. To be entitled to indemnification in proceedings by us or in our right, the indemnitee must have acted in good faith and in a manner he or she believed to be in or not opposed to our best interests and its shareholders, but no such indemnification may be made if the indemnitee is adjudged liable for negligence or misconduct in the performance of his or her duties unless and to the extent that the court in which the proceeding was pending finds the indemnitee to be fairly and reasonably entitled to indemnity. The indemnification agreements also provide that we will use our best efforts to maintain in force directors' and officers' liability insurance.

        Section 16 of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC and with us initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based upon the information supplied to us by these persons, we are required to report in this proxy statement/prospectus any known failure to file these reports within the specified period. To our knowledge, based upon a review of the Section 16(a) reports furnished to us and the written representations of our officers and directors, all these filing requirements were satisfied by our directors and executive officers for fiscal year 2001 with the exception of Reno F. Morella. Mr. Morella inadvertently failed to report shares distributed during 2001 to Mr. Morella's account held by Vanguard Fiduciary Trust Company, as Trustee, under the Hawaiian pilots' 401(k) plan. The required report was filed on February 13, 2002.

        During 2001, the standing committees of the board of directors consisted of the audit, compensation, executive, nominating, and pension investment committees.

        The audit committee met six times during 2001. The responsibilities of the audit committee include recommending to the board the selection of our independent auditor and reviewing our internal accounting controls. The audit committee is authorized to conduct such reviews and examinations as it deems necessary or desirable with respect to our accounting and internal control practices and policies and our relationship with our independent auditors.

        The compensation committee met three times during 2001. The compensation committee focuses on executive compensation, the administration of our stock option plans and the granting of discretionary bonuses.

        The executive committee met five times during 2001. The executive committee has the authority to act for the board of directors on most matters during the intervals between board meetings.

        The nominating committee recommends to the board of directors candidates for election to directorships at annual meetings of shareholders. The nominating committee met once during 2001, to determine its slate of directors for recommendation to shareholders. The nominating committee will consider nominees for director recommended by our shareholders, subject to the applicable provisions of our amended by-laws described above. To make such a recommendation for consideration in connection with the 2003 annual meeting, a shareholder should submit the name of the proposed nominee and the proposed nominee's business background to our corporate secretary, at our principal executive office, by no later than December 31, 2002.

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        The pension investment committee oversees the investment management of our pension plans, including the Pension Plan for Employees Represented by the International Association of Machinists, the Pension Plan for Salaried Employees and the Retirement Plan for Pilots of Hawaiian Airlines, Inc. During 2001, the pension investment committee did not meet in person but regularly reviewed investment management by reviewing executive reports.


Standing Board Committee Membership Roster as of December 31, 2001

DIRECTOR
   AUDIT
   COMPENSATION
   EXECUTIVE
   NOMINATING
   PENSION INVESTMENT
  
John W. Adams           X *     X *
Paul J. Casey           X          
Todd G. Cole   X *                
Robert G. Coo               X *    
Joseph P. Hoar   X       X       X  
Reno F. Morella       X              
Samson Poomaihealani               X      
Edward Z. Safady       X * X          
Sharon L. Soper           X          
Thomas J. Trzanowski       X       X      
William M. Weisfield   X                  
*
Chairperson

Executive Compensation

        The following Summary Compensation Table sets forth certain information regarding compensation paid for the last three fiscal years to our "named executive officers," who are our chief executive officer and our four other most highly compensated executive officers whose salary and bonus exceeded $100,000 in the 2001 fiscal year, and up to two additional persons who would have been named executive officers but for the fact that they were not our executive officers at the end of the fiscal year ending on December 31, 2001.

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Summary Compensation Table

 
   Annual Compensation
   Long Term
Compensation
Name and Principal Position
   Year
   Salary ($)
   Bonus
($)
   Other Annual
Compensation
($)
   Shares of Common
Stock Underlying
Options (#)
John W. Adams
Chairman of the Board		   2001
2000
1999		   366,667
200,000
200,000		   —
—
—		   —
—
—		   200,000
25,000
—

Paul J. Casey
Vice Chairman of the Board, Chief Executive Officer and President
 
2001
2000
1999
 
325,000
325,000
316,666
 
—
—
80,000
 
53,326
11,520
12,364
(1)
(1)
(1)
—
300,000
—

Robert W. Zoller, Jr.
President and Chief Operating Officer
 
2001
2000
1999
 
288,333
230,000
9,583


(2)
—
—
—
 
—
—
36,035


(3)
100,000
100,000
100,000

Christine R. Deister
Executive Vice President and Chief Financial Officer
 
2001
2000
1999
 
197,917
—
—
(2)
75,000
—
—
 
92,593
—
—
(3)
200,000
—
—

John B. Happ
Senior Vice President Marketing and Sales
 
2001
2000
1999
 
225,000
225,000
220,000
 
—
—
35,000
 
—
35,620
—

(3)
—
100,000
—

John L. Garibaldi
 
2001
2000
1999
 
—
143,000
239,999
 
—
—
40,000
 
273,693
173,000
—
((4)
(4)
—
—
—
(1)
In 1998, we made a loan of $28,500 to Mr. Casey. On each of March 31, 1999 and March 31, 2000, $10,000 of that loan plus interest thereon was forgiven. On March 31, 2001, the remaining balance of $8,500 and accrued interest thereon was forgiven. In addition, the amount shown for 2001 includes life insurance payments of $13,396, fringe benefits of $21,046, and a car allowance of $9,600.

(2)
These salaries represent the amounts earned by the named executive officer when the named executive officer was employed by Hawaiian for less than an entire calendar year. Mr. Zoller's reported compensation for 1999 is for the period beginning December 1, 1999 through December 31, 1999. Ms. Deister's reported compensation for 2001 is for the period beginning March 1, 2001 through December 31, 2001.

(3)
We provide various perquisites to our executives. Except as noted, the value of such perquisites was in each case less than 10% of the named executive officer's total salary and bonus. In 1999, Mr. Zoller received relocation expenses of $14,435, a car allowance of $9,600 and a housing allowance of $12,000. In 2000, Mr. Happ received relocation expenses of $19,126, a car allowance of $9,600 and fringe benefits of $6,894. In 2001, Ms. Deister received relocation expenses of $60,560, a car allowance of $7,200, housing allowance of $3,000, and a dependent education allowance of $21,833.

(4)
Mr. Garibaldi's employment with Hawaiian ended on July 14, 2000. Pursuant to the terms of a confidential separation agreement with Mr. Garibaldi, certain payments of base salary and benefits were continued.

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        The following table sets forth information about the options granted to the named executive officers in fiscal year 2001 pursuant to the 1996 Stock Incentive Plan. During 2001, no options were granted pursuant to the 1994 Stock Option Plan.


Option Grants in Last Fiscal Year

 
    
    
    
    
   Potential Realizeable
Value at Assumed Annual
Rate of Stock Price
Appreciation For Option
Term(4)
 
   Shares of
Common Stock
Underlying
Options
Granted (#)
   % of Total
Options
Granted to
Employees in
Fiscal Year
    
    
Name
   Exercise
Price ($/Sh)
   Expiration
Date
  5%($)
   10%($)
John W. Adams   200,000   33.3 % $ 2.40   02/23/11 (1) 301,869   764,996
Robert W. Zoller, Jr.   100,000   16.7 % $ 2.40   04/15/06 (2) 150,935   382,498
Christine R. Deister.   200,000   33.3 % $ 2.46   03/01/11 (3) 309,416   784,121
(1)
Options granted February 23, 2001; 100% vested on August 24, 2001.

(2)
Options granted February 23, 2001; pursuant to a confidential separation agreement with Mr. Zoller, all of these options vested on April 15, 2002 and will expire on April 15, 2006.

(3)
Options granted March 1, 2001; 25% vest on each of the first four anniversaries of the grant date.

(4)
There can be no assurance that the actual stock price will appreciate at the assumed 5% and 10% levels or at any other level.

        The following table sets forth for each of the named executive officers the (i) aggregated options exercised in the last fiscal year, (ii) the number of shares underlying unexercised options at 2001 fiscal year end and (iii) the 2001 fiscal year-end option values of unexercised in-the-money options.


Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option Value

 
    
    
   Number Of Securities
Underlying Unexercised
Options At
Fiscal Year-End (#)
    
    
 
    
    
   Value of Unexercised
In-The-Money Options
At Fiscal Year-End ($)(1)
Named Executive Officer
   Shares
Acquired On
Exercise(#)
   Value
Realized($)
  Exercisable
   Unexercisable
   Exercisable
   Unexercisable
John W. Adams   —   —   250,000   —   366,875   —
Paul J. Casey   —   —   525,000   225,000   253,125   309,375
Robert W. Zoller, Jr.   —   —   100,000   200,000   171,250   320,000
Christine R. Deister.   —   —   50,000   150,000   77,000   231,000
John B. Happ.   —   —   175,000   75,000   109,375   103,125
(1)
The market price per share on December 31, 2001 was $4.00 per share.

        We have entered into employment contracts with each of the named executive officers other than Mr. Adams. Except as described below, the agreements for the named executive officers, as amended to date, have substantially the same terms.

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        Each of the agreements specifies the officer's title and general duties and provides for a specified term of employment, which term varies as set forth in the table below and rolls forward on a monthly basis; i.e., on the first day of each month, the term of the agreement is extended for an additional month unless either party has given written notice to the other party that it does not wish the term to be extended. Each agreement provides for:

        Certain of the contractual provisions that vary in the employment contracts of the four named executive officers are shown in the following table:

Name
   Effective
Date of
Contract
   Term
(Mos.)
   Salary
Base
   Initial
Bonus ($)
   Special
Other
Features
   Signing
Options
Paul J. Casey.   04/14/97   36   $ 325,000 (1) $ 70,000     —   150,000
Robert W. Zoller, Jr.(2)   12/01/99   24 (3) $ 300,000 (4)   —     —   100,000
Christine R. Deister   03/01/01   12 (5) $ 250,000   $ 75,000   $ 80,000 (6)(7) 200,000
John B. Happ   12/15/97   18   $ 225,000     —   $ 50,000 (7) —
(1)
Mr. Casey's base salary was increased to $375,000 as of February 1, 2002.

(2)
Mr. Zoller was no longer employed with Hawaiian as of April 15, 2002.

(3)
The term of Mr. Zoller's employment agreement increased from 12 months to 24 months on December 1, 2001, the second anniversary of the effective date of his employment agreement.

(4)
Mr. Zoller's base salary was increased to $300,000 effective as of January 31, 2001.

(5)
The term of Ms. Deister's employment agreement will increase to 24 months on the second anniversary of the effective date of her employment agreement and will increase to 18 months upon a change of control before the second anniversary of the effective date.

(6)
Lump sum payment of $30,000 towards temporary living expenses.

(7)
Relocation allowance up to $50,000.

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        There are also certain differences in the termination provisions in the employment agreements of the named executive officers. All of the agreements provide for termination:

        In addition, the employment agreements with Mr. Casey, Mr. Zoller and Ms. Deister provide that they may be terminated by the officer for "good reason" (which includes certain transactions that involve changes in control, a material change in the officer's duties, a material breach by us of the agreement, the failure by us to provide incentive compensation and benefit plans comparable to those in effect at the time the agreement was entered into and the relocation of our principal executive offices outside the Honolulu area). If the officer's employment is terminated by death or by reason of disability, the officer (or his or her beneficiaries) is entitled to benefits in accordance with our retirement, insurance and other programs and plans then in effect. If the officer's employment is terminated by us other than for cause, or in the case of Mr. Casey, Mr. Zoller and Ms. Deister, by such officer for good reason, then such officer is entitled to receive:

        Finally, the agreements provide that an officer terminated for cause is not entitled to continuation of the officer's base salary or other benefits after the termination date.

        On June 30, 2000, the compensation committee authorized amendments of employment agreements with and certain agreements granting options to specified officers to provide that, for those of the specified officers who continue to be employed by Hawaiian, in the event a change of control in ownership of Hawaiian occurs before June 30, 2003:

        As of January 31, 2001 employment agreements for Mr. Casey and Mr. Zoller were amended to change their titles and responsibilities.

Compensation Committee Report

        The compensation committee of the board of directors of Hawaiian is charged with making compensation recommendations to the full board of directors for Hawaiian's executive officers at the vice president level and above, along with recommendations for bonuses, deferred compensation and stock option plans. The compensation committee also has authority to grant awards under and to administer the 1994 Stock Option Plan and the 1996 Stock Incentive Plan, as amended.

        In determining executive compensation, the compensation committee reviews such general factors as profitability, operational integrity and customer satisfaction, and takes into consideration the executives' accomplishment of specific projects, which for the executive officers in 2001 included induction of two new aircraft types (Boeing 717-200s replacing DC9-51s for the inter-island fleet and Boeing 767-300ERs replacing DC10 aircraft for the transpacific and southpacific routes), renegotiation

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of the collective bargaining agreements with Hawaiian's major unions, and response to the events of September 11, 2001 and the resulting operational and security requirements affecting the entire industry.

        Components of executive compensation include annual base salary, specific contract provisions that vary per officer (including term, benefits and fringes), incentive bonuses, and grants of options under Hawaiian's option plans. The annual base salary for an executive officer is generally negotiated at the beginning of employment and reviewed on a regular basis in comparison to industry compensation levels, the need to attract talented executives to Hawaii and the performance objectives listed in the previous section. The award of bonuses is generally related to achievement of performance objectives. The grant of options is generally incentive based related to individual performance and to the profitability of Hawaiian. Stock option awards for 2001 were in recognition of newly assumed executive positions and responsibilities for Mr. Adams, Mr. Zoller and Ms. Deister, as reported elsewhere herein.

        As described under the caption "—Employment Contracts; Termination of Employment and Change-in-Control Arrangements," the named executive officers except for Mr. Adams have employment contracts with Hawaiian which set forth their base salaries and other compensation arrangements and provide that their compensation levels are subject to annual review and possible increases in the sole discretion of the board of directors of Hawaiian.

        Mr. Casey's compensation determination for 2001 included the review of several factors, including Mr. Casey's leadership as Hawaiian negotiated its collective bargaining agreements, inducted new aircraft, and expanded to new routes. However, Hawaiian's expansion efforts and profitability were greatly affected by the events of September 11, 2001 and their subsequent effect on the air transportation industry. In response to these events, Mr. Casey and executive management took immediate measures to curtail losses, reduce routes and review expansion and other plans, including negotiation of a merger transaction which was projected to provide long-term benefits to Hawaiian. Mr. Casey and executive management were not awarded bonuses or granted stock options for 2001 but Mr. Casey's performance was recognized by an increase in his base salary to $375,000 effective February 1, 2002.

        On December 21, 2000, the compensation committee reviewed the background and credentials of Christine R. Deister for the position of executive vice president, chief financial officer and treasurer and approved effective March 1, 2001, compensation for Ms. Deister, including a base salary of $250,000, a rolling 12-month contract which will increase to 24 months after two years and other benefits. In addition, the compensation committee authorized the grant to Ms. Deister of options to purchase 200,000 shares of Hawaiian common stock on the first day of employment at an exercise price equal to the market value on said date.

        On January 31, 2001, by action of the board of directors of Hawaiian, Mr. Casey was named vice chairman and chief executive officer and Mr. Zoller was named president and chief operating officer. On February 23, 2001, the compensation committee authorized an increase in base salary for Mr. Zoller from $230,000 to $300,000 effective January 31, 2001 and granted to Mr. Zoller on options to purchase 100,000 shares of Hawaiian common stock at the market price on said date. Further, the compensation committee authorized an increase in Mr. Adams' annual base salary from $200,000 to $400,000 effective January 31, 2001 and recommended to the board that the board grant to Mr. Adams options to purchase 200,000 shares of Hawaiian common stock at the market price on said date of grant, which was February 23, 2001.

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Submitted by the Compensation Committee
Edward F. Safady, Chairperson
Reno F. Morella
Thomas J. Trzanowski

        The above report of the compensation committee will not be deemed to be incorporated by reference into any filing by Hawaiian under the Securities Act or the Securities Exchange Act, except to the extent that Hawaiian specifically incorporates the same by reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Compensation Committee Interlocks and Insider Participation

        Arthur J. Pasmas, Reno F. Morella and Thomas J. Trzanowski served on the compensation committee of our board of directors from January 2001 until May 25, 2001, after which date Edward Z. Safady replaced Mr. Pasmas on the compensation committee. No other member of our board of directors or other person served on the compensation committee during the 2001 fiscal year. Except for Mr. Morella, who is an employee of Hawaiian, no member of the compensation committee is (or was during the 2001 fiscal year) a current or former officer or employee of Hawaiian and no executive officer of Hawaiian is (or was during the 2001 fiscal year) a member of the board or compensation (or equivalent) committee of any corporation of which a member of our compensation committee is (or was during the 2001 fiscal year) an executive officer.

Stock Performance Graph

        The following graph compares cumulative total shareholder return of Hawaiian, the S&P 500 Index and our selected peer issuer index from January 1, 1996 to December 31, 2001. The peer issuers we have selected are AirTran Holdings Inc. (formerly Valujet Inc.), Alaska Airgroup Inc., America West Holding Corporation, Amtran, Inc., Atlantic Coast Airlines, Inc., Great Lakes Aviation Ltd., Mesa Air Group, Inc. and Southwest Airlines. The comparison assumes $100 was invested on June 21, 1995 in our common stock and each of the foregoing indices and assumes reinvestment of dividends before consideration of income taxes. We have paid no dividends on our common stock.

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG HAWAIIAN AIRLINES, INC., THE S & P 300 INDEX
AND A PEER GROUP

         STOCK PERFORMANCE GRAPH

*
$100 invested on December 31, 1996 in stock or index. Including reinvestment of dividends. Fiscal year ending December 31.

        The stock performance depicted in the graph above is not to be relied upon as indicative of future performance. The Stock Performance Graph shall not be deemed to be incorporated by reference into any filing by Hawaiian under the Securities Act or the Exchange Act, except to the extent that Hawaiian specifically incorporates the same by reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Audit Committee Report

        The audit committee of the board of directors is responsible for overseeing management's financial reporting practices and internal controls. Listing standards of the AMEX require that all AMEX-listed companies have audit committees composed of three outside directors. Hawaiian's audit committee is composed of three outside directors, all of whom meets the independence requirements of the applicable AMEX-listing standards.

        The audit committee acts under a written charter that was adopted by our board of directors effective June 15, 2000 and was attached as Exhibit A to Hawaiian's 2001 proxy statement. This audit committee charter was reviewed and reaffirmed on July 25, 2001 by the audit committee.

        In connection with the consolidated financial statements for the fiscal year ended December 31, 2001, the audit committee has:

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        The following fees have been billed to Hawaiian by Ernst & Young LLP for services rendered during or related to 2001:

        The audit committee has reviewed the foregoing fees billed by Ernst & Young LLP and has concluded that the provision of non-audit services did not impact negatively upon the maintenance of the auditor's independence.

        Based on these actions, the audit committee has recommended to the board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the SEC.


Submitted by the Audit Committee
Todd G. Cole, Chairperson
Joseph P. Hoar
William M. Weisfield

        The above report of the audit committee will not be deemed to be incorporated by reference into any filing by Hawaiian under the Securities Act, or the Securities Exchange Act, except to the extent that Hawaiian specifically incorporates the same by reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act.

Certain Relationships and Related Transactions

        From July 17, 2000 through February 28, 2001, William F. Loftus served as our executive vice president, chief financial officer and treasurer. During this period, we paid Mr. Loftus a base salary of $152,000. During this same period, we paid The Loftus Group, a financial and management consulting firm of which more than ten percent (10%) is owned by Mr. Loftus, $638,535 in fees for financial consulting services, plus expenses.

        On May 19, 2000, we invested $3.0 million in certificates of deposit with Liberty Bank, SSB, of Austin, Texas. Liberty Bank is majority owned by John W. Adams and another individual. John W. Adams is one of our employees, the chairman of our board of directors and the sole shareholder of AIP General Partner, Inc., the general partner of Airline Investors Partnership, L.P., which is our majority shareholder. Edward Z. Safady and Thomas J. Trzanowski, who are both directors on our board, are also employees and/or directors of Liberty Bank, SSB.

75


        We entered into an advisory services agreement on December 19, 2001 with Smith Management, LLC and John W. Adams, pursuant to which we agreed to pay, upon closing of the merger involving Hawaiian, Aloha and TurnWorks, specified fees of $5,000,000 for advisory services rendered prior to and during negotiation of this merger. In addition, the merged entity would issue 1,000,000 shares of its common stock and notes for $2,000,000 to Smith Management, LLC and $5 million to John W. Adams. The advisory services agreement terminated by its own terms upon the termination of the merger agreement among Hawaiian, Aloha and TurnWorks.

        On April 26, 2002, the board of directors of Hawaiian approved a proposed arrangement with Smith Management LLC whereby Smith Management would provide specified corporate, financial and tax services to Hawaiian in return for a monthly fee of $75,000. In addition, Hawaiian would agree to pay $2,000,000 for advisory services previously rendered by Smith Management to Hawaiian. This arrangement is subject to being finalized by both parties. John W. Adams, the chairman of Hawaiian, is the president of Smith Management.

        In addition, on April 26, 2002, the board of directors of Hawaiian approved a consulting arrangement with Todd G. Cole, a director of Hawaiian, pursuant to which Mr. Cole would provide specified executive consulting services for a period of six months for a fee of $250,000 plus certain expenses.

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SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table provides the beneficial ownership, both direct and indirect, reported to us as of April 19, 2002, the record date, of our common and special preferred stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the ability to exercise stock options) within 60 days of the record date. The information is presented for beneficial owners of more than 5% of our common and special preferred stock, for each of our directors and director nominees, and our chief executive officer and four other most highly compensated executive officers for the fiscal year 2001 and for the group comprised of all of our directors and executive officers. We know of no persons other than those identified below who owned beneficially more than 5% of the outstanding shares of our common and special preferred stock as of the record date.

Name And Address Of Beneficial Owner
   Number of Shares of Common
and Preferred Stock
Beneficially Owned(1)
   Percent and Class of Common and
Preferred Stock Owned
Airline Investors Partnership, L.P.
AIP General Partner, Inc. AIP
885 Third Avenue, 34th Floor
New York, NY 10022		   18,181,818
4		 (2)
(2)		 52.76% of common stock; 100% of Series B special preferred stock (constituting 57.1% of all preferred stock)

John W. Adams
 
18,462,643
4
(2)
(2)
53.18% of common stock; 100% of Series B special preferred stock (constituting 57.1% of all preferred stock)

Amber Arbitrage LDC
c/o Custom House Fund
Management Ltd
31 Kildare Street, Dublin 2, Ireland
 
4,667,672
(3)
13.54% of common stock

Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
 
3,221,100
(4)
9.35% of common stock

Vanguard Fiduciary Trust Company
14321 North Northsight Boulevard
Scottsdale, AZ 85260
 
1,771,604
(5)
5.14% of common stock

Association of Flight Attendants
1625 Massachusetts Avenue, N.W.
Washington, DC 20036-2212
Attn.: David Borer, Esq.
 
1
 
100% of Series C special preferred stock (constituting 14.3% of all preferred stock)

International Association of
Machinists and Aerospace
Workers
P.O. Box 3141
South San Francisco, CA 94083
Attn: Kenneth Thiede
 
1
 
100% of Series D special preferred stock (constituting 14.3% of all preferred stock)

 
 
 
 
 

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Hawaiian Master Executive Council
c/o Air Line Pilots Association
3375 Koapaka Street,
Suite F-238-8
Honolulu, HI 96819
Attn.: Master Chairman, Hawaiian MEC
 
1
 
100% of Series E special preferred stock (constituting 14.3% of all preferred stock)

Paul J. Casey
 
535,000
(6)
1.53% of common stock

Todd G. Cole
 
30,000
(7)
Common stock*

Robert G. Coo
 
30,765
(7)
Common stock*

Joseph P. Hoar
 
24,000
(7)
Common stock*

Reno F. Morella
 
8,887
(8)(9)
Common stock*

Samson Poomaihealani
 
24,000
(7)
Common stock*

Edward Z. Safady
 
42,000
(7)
Common stock*

Sharon L. Soper
 
1,165
(9)
Common stock*

Thomas J. Trzanowski
 
25,000
(7)(10)
Common stock*

William M. Weisfield
 
1,000
 
Common stock*

Christine R. Deister
 
50,000
(11)
Common stock*

John B. Happ
 
175,000
(12)
Common stock*

Robert W. Zoller, Jr.
 
303,000
(13)
Common stock*

All directors, nominees and executive
officers as a group including those
named above (23 persons)
 
20,038,615
 
58.66% of common stock

* Less than 1%

(1)
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 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 or as otherwise indicated in the footnotes that follow. Shares of our common stock allocated to participants' accounts in the 401(k) Savings Plan, the Flight Attendants' 401(k) Plan and the Pilots' 401(k) Plan are voted on matters presented at shareholders meetings by the Vanguard Group, Inc. as trustee for each of the respective Plans, pursuant to written directions of the participants. Shares held by each plan with respect to which no participant directions are received are voted according to the direction of the majority of the shares held by each of the plans for which the trustee receives written directions. Unallocated shares are voted by fiduciaries designated by the respective plans.

(2)
According to an amendment to their Schedule 13D filing with the SEC dated December 21, 2001, 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

78

(3)
On May 14, 1998, Amber Arbitrage LDC filed a Schedule 13G with the SEC in respect of ownership of an aggregate of 4,667,672 shares of Hawaiian common stock. Amber Arbitrage reported sole voting power and sole dispositive power with respect to all such shares. No subsequent filing has been made by Amber Arbitrage.

(4)
Dimensional Fund Advisors, Inc., an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other investment vehicles, including commingled group trusts. In its role as investment advisor and investment manager, Dimensional possessed both investment and voting power over 3,221,100 shares of Hawaiian common stock as of December 31, 2001. The four investment companies and the other investment vehicles referred to above own all securities reported in this statement, and Dimensional disclaims beneficial ownership of these securities.

(5)
On February 14, 2002, Vanguard Fiduciary Trust Company, as trustee of Hawaiian Airlines, Inc. 401(k) Savings Plan, Hawaiian Airlines, Inc. Pilots' 401(k) Plan and Hawaiian Airlines, Inc. 401(k) Plan for Flight Attendants, filed a Schedule 13G with the SEC with respect to 1,771,604 shares, or 5.14%, of our common stock held as of December 31, 2001. Shares of our common stock are held in trust for the benefit of employees participating in the plans. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares that have been allocated to the individual accounts of plan participants for which voting directions have been received.

(6)
Includes options to purchase 525,000 shares of our common stock that have vested or will vest within 60 days of the record date but not options to purchase an additional 225,000 shares that will not vest within 60 days after the record date.

(7)
Includes options to purchase 24,000 shares of our common stock, all of which have vested.

(8)
Includes 6,411 shares issued to Mr. Morella's account in the Pilots' 401(k) Plan.

(9)
Includes an investment in the Flight Attendants' 401(k) Plan, the Pilots' 401(k) Plan or Savings Plan using a unit value accounting method, similar to a mutual fund. To determine the equivalent number of whole shares represented by the fund units, the market value of the shareholder's balance in the Pilots' 401(k) Plan, the Flight Attendants' 401(k) Plan, or the Savings Plan was divided by the share price of our common stock.

(10)
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.

(11)
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.

(12)
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.

(13)
Consists of options to purchase 300,000 shares of our common stock which have vested or will vest within 60 days of the record date.

79


LEGAL OPINIONS

        Paul, Weiss, Rifkind, Wharton & Garrison will pass upon the validity of the shares of Hawaiian Holdings common stock offered by this proxy statement/prospectus.


EXPERTS

        The audited financial statements of Hawaiian as of December 31, 2001 and 2000 and for each of the years in the three year period ended December 31, 2001 incorporated in this proxy statement/prospectus by reference to Hawaiian's Annual Report on Form 10-K for the year ended December 31, 2001 (as filed on April 1, 2002) have been so incorporated in reliance on the report on page F-1 thereof of Ernst & Young, LLP, independent public accountants, in reliance upon the authority of said firm as experts in accounting and auditing.


RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

        Ernst & Young LLP served as our certified public accountant during 2001, 2000 and 1999. A representative of Ernst & Young LLP will be present at the annual meeting and will be given an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.


DEADLINE FOR SUBMITTING FUTURE SHAREHOLDER PROPOSALS

        Shareholder proposals that comply with SEC regulations may be included in our proxy materials. To be considered for inclusion in our proxy materials for the 2003 annual meeting, a shareholder proposal must be received by our Corporate Secretary at our principal offices at 3375 Koapaka Street, Suite G-350, Honolulu, Hawaii 96819 on or before December 31, 2002. See also the discussion of the advance-notice provision in our amended by-laws under "Annual Meeting of Hawaiian Shareholders—Shareholder Votes to be Held at the Annual Meeting."


WHERE YOU CAN FIND MORE INFORMATION

Registration Statement

        Hawaiian Holdings filed a registration statement on Form S-4 to register with the SEC the shares of Hawaiian Holdings common stock offered by this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Hawaiian Holdings in addition to being a proxy statement of Hawaiian for the annual meeting. As permitted by SEC rules, this proxy statement/prospectus does not contain all the information you can find in the registration statement or in exhibits to the registration statement.

2001 Annual Report

        This proxy statement/prospectus is accompanied by Hawaiian's annual report to shareholders for the year ended December 31, 2001. Except as described below under "—Documents Incorporated by Reference," the annual report, which contains financial and other information regarding Hawaiian, is not incorporated in the registration statement on Form S-4 in which this proxy statement/prospectus is included and is not to be deemed a part of Hawaiian's proxy soliciting material.

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Other SEC Filings

        Hawaiian files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any of the information on file with the SEC at the SEC's following locations:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549		   Northeast Regional Office
233 Broadway
New York, NY 10279		   Chicago Regional Office
Citicorp Center 500 West Madison Street
Chicago, IL 60661-2511

        Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Hawaiian's SEC filings are also available to the public from commercial document retrieval services, some of their SEC filings are available on the SEC's web site located at http://www.sec.gov/ and some of their filings are available on Hawaiian's web site at http://www.hawaiianair.com/.

        Hawaiian's common stock is listed on the AMEX and the PSE. 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 Hawaiian to "incorporate by reference" information into this proxy statement/prospectus, 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 proxy statement/prospectus, except for any information superseded by information in this proxy statement/prospectus or in any document subsequently filed with the SEC which is also incorporated by reference. This proxy statement/prospectus incorporates by reference the documents set forth below, including the exhibits that these documents specifically incorporate by reference, that Hawaiian has previously filed with the SEC. These documents contain important information about Hawaiian and its financial performance.

Documents Available Without Charge from Us

        You can obtain any document incorporated by reference, excluding all exhibits that have not been specifically incorporated by reference, from us or the SEC. Documents incorporated by reference are available from us without charge.

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        Shareholders may obtain documents incorporated by reference in this document by requesting them in writing or by telephone at the following address:

Hawaiian Airlines, Inc.
3375 Koapaka Street
Suite G-350
Attn: Corporate secretary
Honolulu, Hawaii 96819-1869
Telephone: (808) 835-3700

        If you would like to request documents from us, please do so by •, 2002 [5 business days prior to the annual meeting] to receive them before the annual meeting. We will send requested documents by first-class mail within one business day after receiving the request.

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus is a part to vote on the reorganization proposal. No one has been authorized to provide you with information that is different from what is contained in this proxy statement/prospectus or in the incorporated documents.

        This proxy statement/prospectus is dated •, 2002. You should not assume the information contained in this proxy statement/prospectus is accurate as of any date other than this date, and neither the mailing of this proxy statement/prospectus to shareholders nor the issuance of the Hawaiian Holdings common stock in the reorganization shall imply information is accurate as of any other date.

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Annex I


AGREEMENT AND PLAN OF MERGER

among

HAWAIIAN HOLDINGS, INC.,

HAWAIIAN AIRLINES, INC.

and

HA SUB INC.

Dated as of May 2, 2002

I-1

Table of Contents

 
    
   Page
ARTICLE I   MERGER   I-5
 
Section 1.1
 
Merger
 
I-5
  Section 1.2   Effective Time   I-5
  Section 1.3   Organizational Documents   I-6
  Section 1.4   Directors   I-6
  Section 1.5   Officers   I-6

ARTICLE II
 
CONVERSION OF SECURITIES; ISSUANCE OF NEW SECURITIES; STOCK CERTIFICATES
 
I-6
 
Section 2.1
 
Conversion of Securities
 
I-6
  Section 2.2   Stock Certificates   I-7
  Section 2.3   Issuance of Special Preferred Stock   I-7
  Section 2.4   Stock Options; 401(k) Plans   I-8
  Section 2.5   Dissenting Shares   I-8

ARTICLE III
 
CONDITIONS TO MERGER
 
I-8
 
Section 3.1
 
Conditions Precedent
 
I-8

ARTICLE IV
 
TERMINATION AND AMENDMENT
 
I-9
 
Section 4.1
 
Termination
 
I-9
  Section 4.2   Amendment   I-9

ARTICLE V
 
GENERAL PROVISIONS
 
I-10
 
Section 5.1
 
Governing Law
 
I-10
  Section 5.2   Notices   I-10
  Section 5.3   Entire Agreement   I-10
  Section 5.4   Headings   I-11
  Section 5.5   Counterparts   I-11
  Section 5.6   Assignment   I-11
  Section 5.7   Severability   I-11

Exhibit A
 
Form of Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc.
 
II-1

Exhibit B
 
Form of Amended Bylaws of Hawaiian Holdings, Inc.
 
III-1

I-2

Glossary of Defined Terms

Defined Terms
   Location
Agreement   Preamble
AIP GP   Recitals
AIP Inc.   Recitals
AIP LLC   Recitals
AIP Merger Agreement   Recitals
AIP Merger Sub   Recitals
AIP Mergers   Recitals
Ancillary Agreements   Recitals
Annual Meeting   Section 3.1(a)
Articles of Merger   Section 1.2(a)
Code   Recitals
DGCL   Section 1.3(a)
Dissenting Shares   Section 2.5(a)
Effective Time   Section 1.2(a)
First AIP Merger   Recitals
Hawaiian Holdings   Preamble
Hawaiian Holdings Common Stock   Section 2.1(a)
Hawaiian Holdings Series A Special Preferred Stock   Section 2.3(a)
Hawaiian Holdings Series B Special Preferred Stock   Section 2.3(b)
Hawaiian Holdings Series C Special Preferred Stock   Section 2.3(b)
Hawaiian Holdings Series D Special Preferred Stock   Section 2.3(b)
Hawaiian Holdings Special Preferred Stock   Section 2.3(b)
Hawaiian   Preamble
Hawaiian Common Stock   Section 2.1(a)
Hawaiian Option   Section 2.4(a)
Hawaiian Option Plans   Section 2.4(a)
Hawaiian Series B Special Preferred Stock   Section 2.1(b)
Hawaiian Series C Special Preferred Stock   Section 2.1(b)
Hawaiian Series D Special Preferred Stock   Section 2.1(b)
Hawaiian Series E Special Preferred Stock   Section 2.1(b)
Hawaiian Shareholder Approval   Recitals
HBCA   Recitals
Joinder to the Stockholders Agreement   Recitals
Merger   Recitals
Merger Sub   Preamble
Pilot Allocation Agreement   Section 2.4(b)
Registration Rights Agreement   Recitals
Reorganization   Recitals
Rights Agreement   Recitals
Second AIP Merger   Recitals
Securities Act   Section 2.4(a)
Surviving Corporation   Section 1.1

I-3

AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 2, 2002, by and among Hawaiian Airlines, Inc., a Hawaii corporation ("Hawaiian"), Hawaiian Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Hawaiian ("Hawaiian Holdings"), and HA Sub Inc., a Hawaii corporation and a wholly owned subsidiary of Hawaiian Holdings ("Merger Sub").

WITNESSETH:

        WHEREAS, the respective Boards of Directors of Hawaiian Holdings, Hawaiian and Merger Sub have each approved and adopted this Agreement and the Ancillary Agreements (as defined below) to which it is a party and the transactions contemplated by this Agreement and such Ancillary Agreements, including, without limitation, the reorganization of Hawaiian into a Delaware holding company structure, in each case after making a determination that this Agreement and such Ancillary Agreements and such transactions are advisable and fair to, and in the best interests of, such corporation and its shareholders;

        WHEREAS, the Board of Directors of Hawaiian, by resolutions adopted at the April 26, 2002 meeting of such Board of Directors, has deemed the Merger (as defined below) to be an "Approved Section 13(a) Transaction" and deemed AIP Inc. (as defined below) not to be an "Acquiring Person," in each case, under the Rights Agreement, dated December 23, 1994, by and between Hawaiian and ChaseMellon Shareholder Services, L.L.C. (as successor to Chemical Trust Company of California) (as amended, supplemented or otherwise modified from time to time, the "Rights Agreement");

        WHEREAS, Hawaiian Holdings, in its capacity as the sole shareholder of Merger Sub has adopted and approved this Agreement;

        WHEREAS, Hawaiian Holdings, AIP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hawaiian Holdings ("AIP Merger Sub"), AIP General Partner, Inc., a Delaware corporation ("AIP GP") (which is the sole general partner of Airline Investors Partnership, L.P., a Delaware limited partnership and the majority shareholder of Hawaiian ("AIP")), and AIP, Inc., a Delaware corporation ("AIP Inc.") (which is the sole limited partner of AIP), have entered into an Agreement and Plan of Merger (the "AIP Merger Agreement"), dated as of the date hereof, pursuant to which, inter alia, (a) prior to the effective time of the AIP Mergers (as defined below), (i) the shareholders of each of AIP GP and AIP Inc. will contribute all of the outstanding shares of capital stock of AIP GP and AIP Inc. to AIP, LLC, a Delaware limited liability company ("AIP LLC") and become the sole holders of membership interests of AIP LLC and (ii) as permitted by Section 4(a)(i)a) of the Designation of the Hawaiian Series B Special Preferred Stock (as defined below), AIP will transfer the four shares of Hawaiian Series B Special Preferred Stock (as defined below) that it holds to AIP's affiliate, John W. Adams; and (b) prior to the Effective Time (as defined below), (i) AIP GP will merge with and into AIP Inc., with AIP Inc. as the surviving corporation (the "First AIP Merger"), as a result of which AIP Inc. will hold all of the partnership interests in AIP and AIP will therefore cease to exist, with AIP Inc. thereby becoming the direct holder of all of the shares of Hawaiian Common Stock (as defined below) held by AIP immediately prior thereto, (ii) immediately after the First AIP Merger, AIP Merger Sub will merge with and into AIP Inc., with AIP Inc. as the surviving corporation (the "Second AIP Merger" and, together with the First AIP Merger, the "AIP Mergers"), and (iii) pursuant to the Second AIP Merger, AIP LLC will have its shares of AIP Inc. converted into the right to receive a number of shares of Hawaiian Holdings Common Stock (as defined below) equal to the number of shares of Hawaiian Common Stock held by AIP immediately prior to the AIP Mergers;

        WHEREAS, at the Effective Time, pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions set forth herein, inter alia, (i) Merger Sub, in accordance with the Hawaii Business Corporation Act (as amended from time to time, the "HBCA"),

I-4

will merge with and into Hawaiian, with Hawaiian as the surviving corporation (the "Merger" and, together with the Second AIP Merger, the "Reorganization"), (ii) each share of Hawaiian Common Stock (other than such shares held by AIP Inc., which shares shall continue to be outstanding and held by AIP Inc. as a wholly owned subsidiary of Hawaiian Holdings) will be converted into the right to receive one share of Hawaiian Holdings Common Stock, (iii) each share of Hawaiian Special Preferred Stock (as defined below) will be converted into the right to receive one share of Hawaiian Holdings Common Stock, and (iv) each share of Hawaiian Holdings Common Stock held by Hawaiian (being the 100 shares issued upon the formation of Hawaiian Holdings) will be canceled;

        WHEREAS, immediately after the Effective Time, Hawaiian Holdings and AIP LLC will enter into a Registration Rights Agreement, substantially in the form attached as Exhibit A to the AIP Merger Agreement, and a Joinder to the Stockholders Agreement, substantially in the form attached as Exhibit B to the AIP Merger Agreement (collectively, with the AIP Merger Agreement, the "Ancillary Agreements");

        WHEREAS, the consummation of the Merger requires, among other things, the approval of this Agreement by the affirmative vote of (i) 75% of the outstanding shares of Hawaiian Common Stock and Hawaiian Special Preferred Stock, voting as a single voting group and (ii) a majority of the outstanding shares of Hawaiian Special Preferred Stock represented at the Annual Meeting (as defined below), voting as a single voting group (collectively, the "Hawaiian Shareholder Approval"); and

        WHEREAS, it is the intention of the parties hereto that the Reorganization shall be a tax-free transaction under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder.

        NOW, THEREFORE, in furtherance of the foregoing, the parties agree as follows:

ARTICLE I

MERGER

I-5

ARTICLE II

CONVERSION OF SECURITIES; ISSUANCE OF NEW SECURITIES; STOCK CERTIFICATES

I-6

I-7

ARTICLE III

CONDITIONS TO MERGER

I-8

ARTICLE IV

TERMINATION AND AMENDMENT

I-9

ARTICLE V

GENERAL PROVISIONS

        Copies of all notices, requests, permissions, waivers, referrals and all other communications hereunder given prior to the Effective Time shall be given to:

I-10

I-11

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

    HAWAIIAN HOLDINGS, INC.

 
 
By:
 
/s/  JOHN W. ADAMS      
        Name:   John W. Adams
        Title:   President

 
 
HAWAIIAN AIRLINES, INC.

 
 
By:
 
/s/  PAUL J. CASEY      
        Name:   Paul J. Casey
        Title:   Vice Chairman, Chief Executive Officer and President

 
 
By:
 
/s/  CHRISTINE R. DEISTER      
        Name:   Christine R. Deister
        Title:   Executive Vice President and Chief Financial Officer

 
 
HA SUB INC.

 
 
By:
 
/s/  CHRISTINE R. DEISTER      
        Name:   Christine R. Deister
        Title:   Vice President, Treasurer

 
 
By:
 
/s/  LYN F. ANZAI      
        Name:   Lyn F. Anzai
        Title:   Vice President, Secretary

I-12

Annex II


FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HAWAIIAN HOLDINGS, INC.

        HAWAIIAN HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

        SECTION 1.    The name of the corporation is HAWAIIAN HOLDINGS, INC. and it was originally incorporated under the name "HA HOLDINGS, INC." The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 24, 2002.

        SECTION 2.    This Restated Certificate of Incorporation, having been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (as amended from time to time, the "General Corporation Law") and by the written consent of the stockholders of HAWAIIAN HOLDINGS, INC., restates and further amends the provisions of the Certificate of Incorporation as amended or supplemented heretofore. As so restated and further amended, the Restated Certificate of Incorporation (hereinafter, this "Certificate of Incorporation") reads as follows:

ARTICLE I.

ADDRESS, REGISTERED OFFICE AND AGENT

        The address of the Corporation's registered office is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware; and the name of its registered agent at such address is The Corporation Trust Company.

ARTICLE II.

PURPOSES AND POWERS

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE III.

CAPITAL STOCK

        The total number of shares of capital stock which the Corporation is authorized to issue is sixty-two million (62,000,000) shares, consisting of sixty million (60,000,000) shares of Common Stock, par value $.01 per share (the "Common Stock"), and two million (2,000,000) shares of Preferred Stock, par value $.01 per share (the "Preferred Stock").

        Subject to the limitations of and in the manner provided by law, the Board of Directors of the Corporation (the "Board of Directors") is hereby expressly authorized, by resolution or resolutions thereof, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the

II-1

designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

II-2

II-3

II-4

II-5

II-6

        The ownership or control of more than 25% of the issued and outstanding Voting Stock of the Corporation by persons who are not "citizens of the United States" as defined in Section 40102(a)(15) of the Transportation Act (49 U.S.C. Section 40101, ET SEQ., (the "Transportation Act") is prohibited; provided, however, that such percentage shall be deemed to be automatically increased or decreased from time to time to that percentage of ownership which is then permissible by persons who are not "citizens of the United States" under the Transportation Act or under any successor or other law of the United States of America which provides for the regulation of, or is otherwise applicable to, the Corporation or its subsidiaries in their business activities. A transfer of shares of Voting Stock of the Corporation to a Foreigner shall not be valid, except between the parties to the transfer, until the transfer shall have been recorded on the Foreign Stock Record of the Corporation as provided in this Part E of Article III. The "Foreign Stock Record" shall mean a record maintained by the Secretary which shall record the date of a transfer to a Foreigner, the parties to the transfer and the number and description of the shares of Voting Stock transferred to a Foreigner. At no time shall ownership or control of shares representing more than 25% of the Corporation's Voting Stock be registered on the Foreign Stock Record. If at any time the Corporation shall determine that shares of Voting Stock are owned or controlled by Foreigners who are not registered on the Foreign Stock Record, the registration of such shares shall, subject to the limitation in the preceding sentence, be made in chronological order in the Foreign Stock Record, based on the date of the Corporation's finding of ownership or control of such shares by a Foreigner. If at any time the Corporation shall determine that the number of shares of Voting Stock purportedly registered on the Foreign Stock Record exceeds 25% of the total number of shares of Voting Stock, sufficient shares shall be removed from the Foreign Stock Record in reverse chronological order so that the number of shares of Voting Stock registered on the Foreign Stock Record does not exceed 25% of the total number of shares of Voting Stock. At no time shall shares of Voting Stock known by the Corporation to be owned or controlled by Foreigners and not registered on the Foreign Stock Record be entitled to vote until so registered. All shares of Voting Stock known to the Corporation to be owned by Foreigners as of the date of the adoption of this Part E of Article III shall be registered on the Foreign Stock Record. The shares registered on the Foreign Stock Record pursuant to the preceding sentence have chronological priority over any subsequent request for the registration of additional shares of Voting Stock on the Foreign Stock Record. As used in this Part E of Article III, "Foreigner" means any person who is not a "citizen of the United States" as defined in Section 40102(a)(15) of the Transportation Act. As used in this Part E of Article III and elsewhere in this Certificate of Incorporation, "Voting Stock" of the Corporation means the Common Stock and any shares of Preferred Stock of the Corporation entitled to vote on matters generally referred to the stockholders for a vote.

ARTICLE IV.

DIRECTORS

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ARTICLE V.

LIMITATION OF LIABILITY

ARTICLE VI.

INDEMNIFICATION

II-8

ARTICLE VII.

NO ACTION BY WRITTEN CONSENT

        Subject to the rights of the holders of any series of Preferred Stock, including the Special Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, including the Special Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors.

ARTICLE VIII.

DELAWARE BUSINESS COMBINATION STATUTE

        The Corporation elects not to be governed by Section 203 of the General Corporation Law.

ARTICLE IX.

ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS

        In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, repeal, alter or amend the By-laws of the

II-9


Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise, by the vote of a majority of the entire Board of Directors at any meeting thereof; provided, however, that any repeal, alteration or amendment to the By-laws that would be inconsistent with Article 12 or Sections 3.2, 3.3, 3.5, 3.8 or 3.14 of the By-laws of the Corporation shall require the affirmative vote of a majority of the Entire Board, which majority shall include at least one (1) director nominated by the holders of Series A Special Preferred Stock (so long as there are any such directors) and at least two (2) directors nominated by the holders of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock in accordance with the By-laws of the Corporation (so long as there are holders of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock).

ARTICLE X.

AMENDMENT AND/OR REPEAL OF CERTIFICATE OF INCORPORATION

        In addition to any requirements of law and any other provisions of this Certificate of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article III of this Certificate of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of at least two-thirds of the combined voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, this Article X, Part C of Article III, or Articles IV, V, VI, VII, VIII or IX of this Certificate of Incorporation. Subject to the foregoing provisions of this Article X, the Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights in this Article X. Each Article and Section reference contained in this Certificate of Incorporation shall be deemed to refer to any successor provision of such Article or Section.

II-10

        IN WITNESS WHEREOF, I, John W. Adams, Chairman of the Board of Directors of HAWAIIAN HOLDINGS, INC. has executed this Certificate of Incorporation as of the    th day of                        , 2002, and DO HEREBY CERTIFY under the penalties of perjury that the facts stated in this Certificate of Incorporation are true.


 
 
John W. Adams
Chairman of the Board of Directors

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Annex III


FORM OF

AMENDED BY-LAWS

of

HAWAIIAN HOLDINGS, INC.

(A Delaware Corporation)


ARTICLE 1

DEFINITIONS

        As used in these By-laws, unless the context otherwise requires, the term:

III-1

III-2


ARTICLE 2

STOCKHOLDERS

III-3

III-4

III-5

III-6

III-7

III-8


ARTICLE 3

DIRECTORS

III-9

III-10

III-11

III-12


ARTICLE 4

COMMITTEES OF THE BOARD

        The Board may, by resolution, designate one or more committees, including without limitation an executive committee, an audit committee and a nominating committee, with each such committee consisting of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it. Unless otherwise specified in the resolution of the Board designating a committee, at all meetings of such committee, a majority of the then authorized number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In

III-13


the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3 of these By-laws.


ARTICLE 5

OFFICERS

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III-15


ARTICLE 6

STOCK CERTIFICATES


ARTICLE 7

INDEMNIFICATION

III-16


ARTICLE 8

BOOKS AND RECORDS

III-17


ARTICLE 9

SEAL

        The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.


ARTICLE 10

FISCAL YEAR

        The fiscal year of the Corporation shall be determined by resolution of the Board.


ARTICLE 11

PROXIES AND CONSENTS

        Unless otherwise provided by resolution of the Board, the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Secretary or the Treasurer, or any one of them, may execute and deliver on behalf of the Corporation proxies respecting any and all shares or other ownership interests of any Other Entity owned by the Corporation appointing such person or persons as the officer executing the same shall deem proper to represent and vote the shares or other ownership interests so owned at any and all meetings of holders of shares or other ownership interests, whether general or special, and/or to execute and deliver consents respecting such shares or other ownership interests; or any of the aforesaid officers may attend any meeting of the holders of shares or other ownership interests of such Other Entity and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other ownership interests.


ARTICLE 12

AMENDMENTS

        These By-laws may be repealed, altered or amended and new By-laws may be adopted by a majority of the Entire Board at any meeting thereof, subject to the power of the Stockholders to alter or repeal any provision of these By-laws whether adopted by them or otherwise; provided, however, that any repeal, alteration or amendment to the By-laws which would be inconsistent with this Article 12 or Sections 3.2, 3.3, 3.5, 3.8 or 3.14 of these By-laws shall require the affirmative vote of a majority of the Entire Board, which majority must include at least one (1) Series A Nominated Director (so long as there are any Series A Nominated Directors), and at least two (2) of the aggregate of the Series B Nominated Director, Series C Nominated Director and Series D Nominated Director (so long as there is a Series B Nominating Stockholder, a Series C Nominating Stockholder and a Series D Nominating Stockholder). Each Article and Section reference contained in these By-laws shall be deemed to refer to any successor provision of such Article or Section.

III-18


Annex IV


DISSENTERS' RIGHTS SECTIONS UNDER
THE HAWAII BUSINESS CORPORATION ACT

A. Right to Dissent and Obtain Payment for Shares.

§ 414-341. Definitions.

        As used in this part:

        "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

        "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

        "Dissenter" means a shareholder who is entitled to dissent from corporate action under sections 414-342 and who exercises that right when and in the manner required by sections 414-351 to 414-359.

        "Fair value," with respect to a dissenters' shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

        "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

        "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

        "Shareholder" means the record shareholder or the beneficial shareholder.

§ 414-342. Right to dissent.

IV-1

§ 414-343. Dissent by nominees and beneficial owners.



B. Procedure for Exercise of Dissenters' Rights.

§ 414-351. Notice of dissenters' rights.

IV-2

§ 414-352. Notice of intent to demand payment.

§ 414-353. Dissenters' notice.

§ 414-354. Duty to demand payment.

IV-3

§ 414-355. Share restrictions.

§ 414-356. Payment.

§ 414-357. Failure to take action.

§ 414-358. After-acquired shares.

IV-4

§ 414-359. Procedure if shareholder is dissatisfied with payment or offer.



C. Judicial Appraisal of Shares.

§ 414-371. Court action.

IV-5


§ 414-372. Court costs and counsel fees.


IV-6


PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

        Section 145 of Title 8 of the General Corporation Law of the State of Delaware ("GCL") gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that such director, officer, employee or agent acted in good faith and in a manner reasonably believed to be in or not opposed by the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe his or her conduct was unlawful. The same Section also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 of the GCL further provides that, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

        The Registrant's by-laws contain specific authority for indemnification by the Registrant of current and former directors, officers, employees or agents of the Registrant on terms that have been derived from Section 145 of Title 8 of the GCL.

Item 21. Exhibits

        The following exhibits are filed as part of this Registration Statement (unless as otherwise indicated):

  2.1   Agreement and Plan of Merger, dated as of May 2, 2002, by and among Hawaiian Holdings, Inc., HA Sub Inc. and Hawaiian Airlines, Inc. (included as Annex I to the proxy statement/prospectus)

  2.2
 
Agreement and Plan of Merger, dated as of May 2, 2002, by and among Hawaiian Holdings, Inc., AIP General Partners, Inc., AIP, Inc. and AIP Merger Sub, Inc.*

  3.1
 
Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc.*

 
 
 

II-1


  3.2
 
By-laws of Hawaiian Holdings, Inc.*

  3.3
 
Form of Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc. (included as Annex II to the proxy statement/prospectus)

  3.4
 
Form of Amended By-laws of Hawaiian Holdings, Inc. (included as Annex III to the proxy statement/prospectus)

  3.5
 
Restated Articles of Incorporation of Hawaiian Airlines, Inc. (Filed as Exhibit 3(c)(2) to the Form 10-K/A filed by Hawaiian Airlines, Inc. on April 30, 2002.)***

  3.6
 
Amended and Restated By-laws of the Hawaiian Airlines, Inc. (Filed as Exhibit 3.1 to the Form 8-K filed by Hawaiian Airlines, Inc. on September 14, 1998.)***

  3.7
 
Articles of Incorporation of HA Sub Inc.*

  3.8
 
By-laws of HA Sub Inc.*

  3.9
 
Certificate of Incorporation of AIP Merger Sub, Inc.*

  3.10
 
By-laws of AIP Merger Sub, Inc.*

  4.1
 
Form of certificate for share of common stock of Hawaiian Holdings, Inc.***

  4.2
 
Form of certificate for share of special preferred stock of Hawaiian Holdings, Inc.***

  4.3
 
Form of certificate for share of common stock of Hawaiian Airlines, Inc.**

  4.4
 
Form of certificate for share of Series B Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.5
 
Form of certificate for share of Series C Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.6
 
Form of certificate for share of Series D Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.7
 
Form of certificate for share of Series E Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.8
 
Rights Agreement dated as of December 23, 1994. (Filed as Exhibit 1 to the Form 8-K filed by Hawaiian Airlines, Inc. on December 23, 1994.)***

  4.9
 
Amendment No. 1 dated as of May 4, 1995 to Rights Agreement, dated as of December 23, 1994, by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California. (Filed as Exhibit 4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 1995.)***

  4.10
 
Amendment No. 2 to the Rights Agreement, as amended, dated as of January 31, 1996, by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.11
 
Amendment No. 3 to the Rights Agreement, as amended, dated as of May 21, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company of California. (Filed as Exhibit 4 to Amendment No. 2 to the Registration Statement on Form 8-A filed by Hawaiian Airlines, Inc. on May 22, 1998.)***

  4.12
 
Amendment No. 4 to the Rights Agreement, as amended, dated as of August 28, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company of California. (Filed as Exhibit 4.1 to the Form 8-K filed by Hawaiian Airlines, Inc. on September 14, 1998.)***

  4.13
 
1994 Stock Option Plan, as amended. (Filed as Exhibit 4 to the Registration Statement on Form S-8 filed November 15, 1995.)***

  4.14
 
Amendment No. 1 to 1994 Stock Option Plan dated as of May 4, 1995. (Filed as Exhibit 4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 1995.)***

 
 
 

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  4.15
 
Amendment No. 2 to 1994 Stock Option Plan, as amended, dated as of December 8, 1995. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.16
 
Rightsholders Agreement dated as of January 31, 1996, by and among Hawaiian Airlines, Inc., Airline Investors Partnership, L.P., AMR Corporation, Martin Anderson and Robert Midkiff. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.17
 
1996 Stock Incentive Plan, as amended. (Filed as Exhibit 4 to Amendment No. 1 to the Registration Statement on Form S-2 filed by Hawaiian Airlines, Inc. on July 12, 1996.)***

  5.1
 
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of the issuance of the shares of common stock.**

  8.1
 
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to U.S. tax matters.**

10.1
 
Form of Joinder to the Stockholders Agreement made by Hawaiian Holdings, Inc. and AIP LLC.*

10.2
 
Form of Registration Rights Agreement between Hawaiian Holdings, Inc. and AIP, LLC.*

10.3
 
Code Share Agreement, dated January 6, 1997, between Hawaiian Airlines, Inc. and Wings West Airlines, Inc. filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.4
 
Amendment No. 1 to Code Share Agreement, dated as of January 21, 1997, between Hawaiian Airlines, Inc. and Wings West Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.5
 
Aircraft Lease Agreement, dated as of January 3, 1997, between Hawaiian Airlines, Inc. and American Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.6
 
Employment Agreement, effective as of April 14, 1997, between Hawaiian Airlines, Inc. and Paul John Casey. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.7
 
Code Share Agreement, dated July 15, 1997, between Hawaiian Airlines, Inc. and American Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 8, 1997.)***

10.8
 
Employment Agreement, effective as of December 15, 1997, between Hawaiian Airlines, Inc. and John B. Happ. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998.)***

10.9
 
Employment Agreement, effective as of March 1, 1998, between Hawaiian Airlines, Inc. and Ruthann S. Yamanaka. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998.)***

10.10
 
Aircraft Lease Agreement dated as of May 9, 1997, between American Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998, in redacted form since confidential treatment has been requested for certain portions thereof.)***

 
 
 

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10.11
 
Aircraft Lease Agreement dated as of December 12, 1997, between American Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.12
 
Form of Passenger Aircraft Charter Agreement dated November 9, 1997, effective February 1, 1998 between Hawaiian Vacations, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 29, 1999.)***

10.13
 
Aircraft Maintenance Services Agreement dated as of October 26, 1999 by and between Hawaiian Airlines, Inc. and Continental Airlines, Inc. (Filed as Exhibit 10(8) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.14
 
Agreement between U.S. Bank National Association and Hawaiian Airlines, Inc., effective date December 31, 1999. (Filed as Exhibit 10(9) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.15
 
Aircraft General Terms Agreement AGTA-HWI between The Boeing Company and Hawaiian Airlines, Inc., dated as of December 31, 1999. (Filed as Exhibit 10(10) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.16
 
Further Letter Agreements relating to Purchase Agreement Number 2252 (Supplemental Agreement No. 1 and Other Matters). (Filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 5, 2000.)***

10.17
 
Commercial Cooperation Agreement between Northwest Airlines, Inc. and Hawaiian Airlines, Inc., the Partner Agreement between NW and Hawaiian Airlines, Inc., and the Multilateral Prorate Agreement among Hawaiian Airlines, Inc., Northwest Airlines, Inc., and KLM Royal Dutch Airways, all dated May 17, 2000. (Filed as Exhibit 99-2 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.18
 
Employment Agreement for Robert W. Zoller, Jr. as Executive Vice President-Operations and Service, effective as of December 1, 1999. (Filed as Exhibit 99-3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000.)***

10.19
 
Deferred Advance Payments Letter Agreement relating to Purchase Agreement Number 2252. (Filed as Exhibit 99-4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.20
 
Sublease Agreement 084 dated as of December 8, 2000 between Continental Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10(14) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.21
 
Employment Agreement for Christine Deister as Executive Vice President-Chief Financial Officer-Treasurer, effective as of March 1, 2001. (Filed as Exhibit 1.1 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 2001.)***

 
 
 

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10.22
 
Lease Agreement N475HA dated February 28, 2001, between First Security Bank, N.A. and Hawaiian Airlines, Inc., for one Boeing 717-200 aircraft. (Filed as Exhibit 1.2 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement N476HA dated March 14, 2001 with First Security Bank, N.A. and a Lease Agreement N481HA dated July 26, 2001, a Lease Agreement N482HA dated August 13, 2001, a Lease Agreement N483HA dated August 27, 2001 and a Lease Agreement N484HA dated September 12, 2001, each between Wells Fargo Bank, Northwest, N.A. (successor to First Security Bank, N.A.) and Hawaiian Airlines, Inc., each for one Boeing 717-200 aircraft, which leases are substantially identical to Lease Agreement N475HA, except with respect to the aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc., is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.23
 
Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28140. (Filed as Exhibit 1.3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28141 and a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28139, which lease agreements are substantially identical to Lease Agreement 28140, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.24
 
Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24257. (Filed as Exhibit 1.3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24258, a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 25531 and a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 24259, which lease agreements are substantially identical to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

 
 
 

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10.25
 
Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421. (Filed as Exhibit 1.5 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33422, a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33423, a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33424 and a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33425, which lease agreements are substantially identical to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.26
 
Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426. (Filed as Exhibit 1.6 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427, a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33428 and a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33429, which lease agreements are substantially identical to Lease Agreement 33426, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.27
 
Code Share Agreement dated July 1, 2001 between Hawaiian Airlines, Inc. and Alaska Airlines, Inc. (Filed as Exhibit 1.7 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.28
 
PW4060 Engine Fleet Management Program Agreement by and between United Technologies Corporation Pratt & Whitney Division and Hawaiian Airlines, Inc., dated as of October 5, 2001. (Filed as Exhibit 10.1 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 2002, in redacted form since confidential treatment for certain provisions thereof has been requested.)***

13.1
 
Annual Report to Shareholders for fiscal year 2001.**

21.1
 
List of Subsidiaries of Hawaiian Holdings, Inc.*

23.1
 
Consent of Ernst & Young LLP (relating to financial statements of Hawaiian Airlines, Inc.).*

 
 
 

II-6


23.2
 
Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinions filed as Exhibit 5.1 and 8.1).**

99.1
 
Form of proxy for annual meeting of shareholders of Hawaiian Airlines, Inc.**

99.2
 
Consent of John W. Adams, Paul J. Casey, Todd G. Cole, Robert G. Coo, Joseph P. Hoar, Reno F. Morella, Samson Poomaihealani, Edward Z. Safady, Sharon L. Soper, Thomas J. Trzanowski and William M. Weisfield, as persons about to become directors of Registrant.*
*
Filed herewith.

**
To be filed by pre-effective amendment.

***
Hereby incorporated by reference.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;
(2)
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4)
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(5)
to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the

II-7

(6)
that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form;

(7)
that every prospectus: (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(8)
insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction on the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue;

(9)
to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request; and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request; and

(10)
to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

II-8

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in The City of New York, State of New York, on the 3rd day of May, 2002.

    HAWAIIAN HOLDINGS INC., REGISTRANT

 
 
 
 

 
 
By:
/s/ John W. Adams
Name: John W. Adams
Title:    President

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE
   TITLE
   DATE
/s/ John W. Adams
John W. Adams		   President and Sole Director
(Principal Executive Officer and Sole Director)		   May 3, 2002

 
 
 
 
 
/s/ Christine R. Deister
Christine R. Deister		   Treasurer
(Principal Financial and Accounting Officer)		   May 3, 2002

II-9


Exhibit Index

        The following exhibits are filed as part of this Registration Statement (unless as otherwise indicated):

  2.1   Agreement and Plan of Merger, dated as of May 2, 2002, by and among Hawaiian Holdings, Inc., HA Sub Inc. and Hawaiian Airlines, Inc. (included as Annex I to the proxy statement/prospectus)

  2.2
 
Agreement and Plan of Merger, dated as of May 2, 2002, by and among Hawaiian Holdings, Inc. AIP General Partners, Inc., AIP, Inc. and AIP Merger Sub, Inc.*

  3.1
 
Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc.*

  3.2
 
By-laws of Hawaiian Holdings, Inc.*

  3.3
 
Form of Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc. (included as Annex II to the proxy statement/prospectus)

  3.4
 
Form of Amended By-laws of Hawaiian Holdings, Inc. (included as Annex III to the proxy statement/prospectus)

  3.5
 
Restated Articles of Incorporation of Hawaiian Airlines, Inc. (Filed as Exhibit 3(c)(2) to the Form 10-K/A filed by Hawaiian Airlines, Inc. on April 30, 2002.)***

  3.6
 
Amended and Restated By-laws of the Hawaiian Airlines, Inc. (Filed as Exhibit 3.1 to the Form 8-K filed by Hawaiian Airlines, Inc. on September 14, 1998.)***

  3.7
 
Articles of Incorporation of HA Sub Inc.*

  3.8
 
By-laws of HA Sub Inc.*

  3.9
 
Certificate of Incorporation of AIP Merger Sub, Inc.*

  3.10
 
By-laws of AIP Merger Sub, Inc.*

  4.1
 
Form of certificate for share of common stock of Hawaiian Holdings, Inc.***

  4.2
 
Form of certificate for share of special preferred stock of Hawaiian Holdings, Inc.***

  4.3
 
Form of certificate for share of common stock of Hawaiian Airlines, Inc.**

  4.4
 
Form of certificate for share of Series B Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.5
 
Form of certificate for share of Series C Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.6
 
Form of certificate for share of Series D Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.7
 
Form of certificate for share of Series E Special Preferred Stock of Hawaiian Airlines, Inc.**

  4.8
 
Rights Agreement dated as of December 23, 1994. (Filed as Exhibit 1 to the Form 8-K filed by Hawaiian Airlines, Inc. on December 23, 1994.)***

  4.9
 
Amendment No. 1 dated as of May 4, 1995 to Rights Agreement, dated as of December 23, 1994, by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California. (Filed as Exhibit 4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 1995.)***

  4.10
 
Amendment No. 2 to the Rights Agreement, as amended, dated as of January 31, 1996, by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.11
 
Amendment No. 3 to the Rights Agreement, as amended, dated as of May 21, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company of California. (Filed as Exhibit 4 to Amendment No. 2 to the Registration Statement on Form 8-A filed by Hawaiian Airlines, Inc. on May 22, 1998.)***

 
 
 

  4.12
 
Amendment No. 4 to the Rights Agreement, as amended, dated as of August 28, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company of California. (Filed as Exhibit 4.1 to the Form 8-K filed by Hawaiian Airlines, Inc. on September 14, 1998.)***

  4.13
 
1994 Stock Option Plan, as amended. (Filed as Exhibit 4 to the Registration Statement on Form S-8 filed November 15, 1995.)***

  4.14
 
Amendment No. 1 to 1994 Stock Option Plan dated as of May 4, 1995. (Filed as Exhibit 4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 1995.)***

  4.15
 
Amendment No. 2 to 1994 Stock Option Plan, as amended, dated as of December 8, 1995. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.16
 
Rightsholders Agreement dated as of January 31, 1996, by and among Hawaiian Airlines, Inc., Airline Investors Partnership, L.P., AMR Corporation, Martin Anderson and Robert Midkiff. (Filed as Exhibit 4 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 1996.)***

  4.17
 
1996 Stock Incentive Plan, as amended. (Filed as Exhibit 4 to Amendment No. 1 to the Registration Statement on Form S-2 filed by Hawaiian Airlines, Inc. on July 12, 1996.)***

  5.1
 
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of the issuance of the shares of common stock.**

  8.1
 
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to U.S. tax matters.**

10.1
 
Form of Joinder to the Stockholders Agreement made by Hawaiian Holdings, Inc. and AIP LLC.*

10.2
 
Form of Registration Rights Agreement between Hawaiian Holdings, Inc. and AIP, LLC.*

10.3
 
Code Share Agreement, dated January 6, 1997, between Hawaiian Airlines, Inc. and Wings West Airlines, Inc. filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.4
 
Amendment No. 1 to Code Share Agreement, dated as of January 21, 1997, between Hawaiian Airlines, Inc. and Wings West Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.5
 
Aircraft Lease Agreement, dated as of January 3, 1997, between Hawaiian Airlines, Inc. and American Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.6
 
Employment Agreement, effective as of April 14, 1997, between Hawaiian Airlines, Inc. and Paul John Casey. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 1997.)***

10.7
 
Code Share Agreement, dated July 15, 1997, between Hawaiian Airlines, Inc. and American Airlines, Inc. (Filed as Exhibit 10 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 8, 1997.)***

10.8
 
Employment Agreement, effective as of December 15, 1997, between Hawaiian Airlines, Inc. and John B. Happ. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998.)***

10.9
 
Employment Agreement, effective as of March 1, 1998, between Hawaiian Airlines, Inc. and Ruthann S. Yamanaka. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998.)***

 
 
 

10.10
 
Aircraft Lease Agreement dated as of May 9, 1997, between American Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.11
 
Aircraft Lease Agreement dated as of December 12, 1997, between American Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 31, 1998, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.12
 
Form of Passenger Aircraft Charter Agreement dated November 9, 1997, effective February 1, 1998 between Hawaiian Vacations, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10 to the Form 10-K filed by Hawaiian Airlines, Inc. on March 29, 1999.)***

10.13
 
Aircraft Maintenance Services Agreement dated as of October 26, 1999 by and between Hawaiian Airlines, Inc. and Continental Airlines, Inc. (Filed as Exhibit 10(8) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.14
 
Agreement between U.S. Bank National Association and Hawaiian Airlines, Inc., effective date December 31, 1999. (Filed as Exhibit 10(9) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.15
 
Aircraft General Terms Agreement AGTA-HWI between The Boeing Company and Hawaiian Airlines, Inc., dated as of December 31, 1999. (Filed as Exhibit 10(10) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.16
 
Further Letter Agreements relating to Purchase Agreement Number 2252 (Supplemental Agreement No. 1 and Other Matters). (Filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 5, 2000.)***

10.17
 
Commercial Cooperation Agreement between Northwest Airlines, Inc. and Hawaiian Airlines, Inc., the Partner Agreement between NW and Hawaiian Airlines, Inc., and the Multilateral Prorate Agreement among Hawaiian Airlines, Inc., Northwest Airlines, Inc., and KLM Royal Dutch Airways, all dated May 17, 2000. (Filed as Exhibit 99-2 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.18
 
Employment Agreement for Robert W. Zoller, Jr. as Executive Vice President-Operations and Service, effective as of December 1, 1999. (Filed as Exhibit 99-3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000.)***

10.19
 
Deferred Advance Payments Letter Agreement relating to Purchase Agreement Number 2252. (Filed as Exhibit 99-4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 10, 2000, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.20
 
Sublease Agreement 084 dated as of December 8, 2000 between Continental Airlines, Inc. and Hawaiian Airlines, Inc. (Filed as Exhibit 10(14) to the Form 10-K filed by Hawaiian Airlines, Inc. on April 2, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.21
 
Employment Agreement for Christine Deister as Executive Vice President-Chief Financial Officer-Treasurer, effective as of March 1, 2001. (Filed as Exhibit 1.1 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 2001.)***

 
 
 

10.22
 
Lease Agreement N475HA dated February 28, 2001, between First Security Bank, N.A. and Hawaiian Airlines, Inc., for one Boeing 717-200 aircraft. (Filed as Exhibit 1.2 to the Form 10-Q filed by Hawaiian Airlines, Inc. on May 15, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement N476HA dated March 14, 2001 with First Security Bank, N.A. and a Lease Agreement N481HA dated July 26, 2001, a Lease Agreement N482HA dated August 13, 2001, a Lease Agreement N483HA dated August 27, 2001 and a Lease Agreement N484HA dated September 12, 2001, each between Wells Fargo Bank, Northwest, N.A. (successor to First Security Bank, N.A.) and Hawaiian Airlines, Inc., each for one Boeing 717-200 aircraft, which leases are substantially identical to Lease Agreement N475HA, except with respect to the aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc., is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.23
 
Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28140. (Filed as Exhibit 1.3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28141 and a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28139, which lease agreements are substantially identical to Lease Agreement 28140, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.24
 
Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24257. (Filed as Exhibit 1.3 to the Form 10-Q filed by Hawaiian Airlines, Inc. on August 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24258, a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 25531 and a Lease Agreement between International Lease Finance Corporation and Hawaiian Airlines, Inc., dated as of July 16, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 24259, which lease agreements are substantially identical to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

 
 
 

10.25
 
Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421. (Filed as Exhibit 1.5 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33422, a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33423, a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33424 and a Lease Agreement between AWMSI and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33425, which lease agreements are substantially identical to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.26
 
Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426. (Filed as Exhibit 1.6 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.) (Hawaiian Airlines, Inc. has also entered into a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427, a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33428 and a Lease Agreement between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., dated as of September 20, 2001, for one Boeing Model 767-33 AER aircraft, Manufacturer's Serial Number 33429, which lease agreements are substantially identical to Lease Agreement 33426, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. is requesting confidential treatment, and pursuant to S-K Item 601, Instruction 2, these lease agreements are not being filed herewith.)***

10.27
 
Code Share Agreement dated July 1, 2001 between Hawaiian Airlines, Inc. and Alaska Airlines, Inc. (Filed as Exhibit 1.7 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been requested for certain portions thereof.)***

10.28
 
PW4060 Engine Fleet Management Program Agreement by and between United Technologies Corporation Pratt & Whitney Division and Hawaiian Airlines, Inc., dated as of October 5, 2001. (Filed as Exhibit 10.1 to the Form 10-K filed by Hawaiian Airlines, Inc. on April 1, 2002, in redacted form since confidential treatment for certain provisions thereof has been requested.)***

13.1
 
Annual Report to Shareholders for fiscal year 2001.**

 
 
 

21.1
 
List of Subsidiaries of Hawaiian Holdings, Inc.*

23.1
 
Consent of Ernst & Young LLP (relating to financial statements of Hawaiian Airlines, Inc.).*

23.2
 
Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in the opinions filed as Exhibit 5.1 and 8.1).**

99.1
 
Form of proxy for annual meeting of shareholders of Hawaiian Airlines, Inc.**

99.2
 
Consent of John W. Adams, Paul J. Casey, Todd G. Cole, Robert G. Coo, Joseph P. Hoar, Reno F. Morella, Samson Poomaihealani, Edward Z. Safady, Sharon L. Soper, Thomas J. Trzanowski and William M. Weisfield, as persons about to become directors of Registrant.*
*
Filed herewith.

**
To be filed by pre-effective amendment.

***
Hereby incorporated by reference.


QuickLinks

PROXY STATEMENT/PROSPECTUS REORGANIZATION PROPOSED—YOUR VOTE IS VERY IMPORTANT
ADDITIONAL INFORMATION
TABLE OF CONTENTS
QUESTIONS AND ANSWERS
SUMMARY OF THE REORGANIZATION PROPOSAL
The Principal Parties (Page 62)
What You Will Receive in the Reorganization (Page 20)
Conditions to Completion of the Reorganization (Page 21)
Regulatory Requirements (Page 24)
Termination of the Merger Agreement (Page 22)
Related Transactions (Page 22)
Markets and Market Prices
Certain Financial Information
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
ANNUAL MEETING OF HAWAIIAN SHAREHOLDERS
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL TWO: THE REORGANIZATION
DESCRIPTION OF HAWAIIAN HOLDINGS CAPITAL STOCK
DESCRIPTION OF HAWAIIAN CAPITAL STOCK
COMPARATIVE RIGHTS OF HOLDERS OF HAWAIIAN HOLDINGS CAPITAL STOCK AND HAWAIIAN CAPITAL STOCK
INFORMATION ABOUT HAWAIIAN
MANAGEMENT, EXECUTIVE COMPENSATION AND RELATED PARTY TRANSACTIONS
Standing Board Committee Membership Roster as of December 31, 2001
Summary Compensation Table
Option Grants in Last Fiscal Year
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option Value
Submitted by the Compensation Committee Edward F. Safady, Chairperson Reno F. Morella Thomas J. Trzanowski
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG HAWAIIAN AIRLINES, INC., THE S & P 300 INDEX AND A PEER GROUP
Submitted by the Audit Committee Todd G. Cole, Chairperson Joseph P. Hoar William M. Weisfield
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
LEGAL OPINIONS
EXPERTS
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
DEADLINE FOR SUBMITTING FUTURE SHAREHOLDER PROPOSALS
WHERE YOU CAN FIND MORE INFORMATION
AGREEMENT AND PLAN OF MERGER among HAWAIIAN HOLDINGS, INC., HAWAIIAN AIRLINES, INC. and HA SUB INC. Dated as of May 2, 2002
FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HAWAIIAN HOLDINGS, INC.
FORM OF AMENDED BY-LAWS of HAWAIIAN HOLDINGS, INC. (A Delaware Corporation)
ARTICLE 1 DEFINITIONS
ARTICLE 2 STOCKHOLDERS
ARTICLE 3 DIRECTORS
ARTICLE 4 COMMITTEES OF THE BOARD
ARTICLE 5 OFFICERS
ARTICLE 6 STOCK CERTIFICATES
ARTICLE 7 INDEMNIFICATION
ARTICLE 8 BOOKS AND RECORDS
ARTICLE 9 SEAL
ARTICLE 10 FISCAL YEAR
ARTICLE 11 PROXIES AND CONSENTS
ARTICLE 12 AMENDMENTS
DISSENTERS' RIGHTS SECTIONS UNDER THE HAWAII BUSINESS CORPORATION ACT
A. Right to Dissent and Obtain Payment for Shares.
B. Procedure for Exercise of Dissenters' Rights.
C. Judicial Appraisal of Shares.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibit Index