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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. 1)
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. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on February 22, 1999 (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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 21 -- Text of Press Release, dated March 3, 1999.
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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 3, 1999
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Exhibit List
Exhibit 21 -- Text of Press Release, dated March 3, 1999.
EXHIBIT 21
DELTA ACQUISITION OF ASA HOLDINGS
RECEIVES CLEARANCE FROM FEDERAL TRADE COMMISSION
ATLANTA, GA - MARCH 3, 1999 - Delta Air Lines, Inc. and ASA Holdings,
Inc. announced today that they have received clearance from the United States
Federal Trade Commission (FTC) for Delta's proposed acquisition of ASA Holdings.
On February 25, 1999, the FTC granted early termination of the waiting period
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
respect of the tender offer launched on February 22, 1999 by Delta's wholly
owned subsidiary, Delta Sub, Inc., for all outstanding shares of common stock of
ASA Holdings.
As previously announced, the tender offer is being made pursuant to the
terms of a Merger Agreement among Delta, Delta Sub and ASA Holdings, parent
company of Delta Connection partner carrier Atlantic Southeast Airlines (ASA).
The offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on March 19, 1999, unless the offer is extended. Delta intends to operate
ASA as a wholly owned subsidiary.
Delta, named Airline of the Year by Air Transport World magazine, is
the world's most flown carrier. More than 105 million passengers traveled on
Delta in 1998. Delta, Delta Express, the Delta Shuttle, the Delta Connection
carriers and Delta's Worldwide Partners operate 5,211 flights each day to 353
cities in 56 countries.
ASA Holdings, Inc. operates ASA, Inc., Atlanta's largest regional air
carrier with service to 37 markets, and offers service to 21 airports from its
second hub at Dallas/Fort Worth, Texas. ASA, which was founded in 1979, has
operated as a Delta Connection carrier since 1984. It has a fleet of 88 aircraft
with 2,673 employees based in 40 cities.
