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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
ASA HOLDINGS, INC.
(NAME OF SUBJECT COMPANY)
ASA HOLDINGS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.10
(TITLE OF CLASS OF SECURITIES)
04338Q 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
GEORGE F. PICKETT
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ASA HOLDINGS, INC.
100 HARTSFIELD CENTRE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30354
(404) 766-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
COPY TO:
BENJAMIN F. STAPLETON III, ESQ.
JOHN EVANGELAKOS, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on February 22, 1999, and as subsequently
amended (as so amended, the "Schedule 14D-9"), by ASA Holdings, Inc., a Georgia
corporation (the "Company"), relating to the offer by Delta Air Lines, Inc., a
Delaware corporation, to purchase for cash through its wholly-owned indirect
subsidiary Delta Sub, Inc., a Georgia corporation, all of the outstanding common
shares, par value $0.10 per share, of the Company. Capitalized terms used but
not defined herein have the meaning ascribed to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(b) is hereby amended and supplemented by adding thereto, under
the heading "Background; Reasons for the Recommendation of the Board of
Directors", the following:
The Board did not consider an alliance with another major air carrier as
a viable option to mitigate the anticipated effects of a renogotiation of the
Delta Connection Agreement since the Board understood, among other things, that
in light of the concentration of the Company's operations in the Southeastern
United States and Atlanta, in particular, such an alliance would not have as
high a value to a major carrier that did not have as significant an operating
presence in Atlanta as Delta.
In reaching its conclusions with respect to the Offer and the Merger
Agreement, the Board adopted the conclusions reached by Morgan Stanley & Co.
Incorporated, the Company's financial advisor, in its opinion to the Board of
February 15, 1999. In light of the nature of the Company's business, the Board
did not deem net book value or liquidation value to be relevant indicators of
the value of the Shares.
Item 4(b) is hereby further amended and supplemented by deleting the
third sentence under the heading "Certain Projections for the Company", and
adding in its place the following:
These Projections were not prepared in accordance with generally
accepted accounting principles and the Company's independent accountants
have not examined or compiled any of the following Projections or
expressed any conclusion or provided any other form of assurance with
respect to such Projections. Accordingly, the Company's independent
accountants assume no responsibility for such Projections.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
ASA HOLDINGS, INC.
By: /s/ John W. Beiser
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Name: John W. Beiser
Title: President
Dated: March 11, 1999
