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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3/A
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 4)
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ASA HOLDINGS, INC.
(Name of Issuer)
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DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, INC.
DELTA SUB, INC.
(Name of Person(s) Filing Statement)
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Common Stock, $0.10 Par Value
(Title of Class of Securities)
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04338Q 10 7
(CUSIP Number of Class of Securities)
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Robert S. Harkey, Esquire
Senior Vice President - General Counsel
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, GA 30320
(404) 715-2387
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Joseph Rinaldi
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
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This Amendment No. 4 amends and supplements the Transaction Statement
on Schedule 13E-3 filed on February 22, 1999, as amended and supplemented
on March 3, 1999, March 5, 1999 and March 11, 1999 (the "Schedule 13E-3"),
by (i) Delta Air Lines, Inc., a Delaware corporation ("Delta"), (ii)
Delta Sub, Inc., a Georgia corporation and an indirect, wholly owned
subsidiary of Delta ("Delta Sub") and (iii) Delta Air Lines Holdings,
Inc., a Delaware corporation and a wholly-owned subsidiary of Delta,
relating to the offer by Delta Sub to purchase all of the issued and
outstanding shares (the "Shares") of common stock, $0.10 par value per
share, of ASA Holdings, Inc., a Georgia corporation ("ASA"), at a price of
$34.00 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated February 22, 1999
and in the related Letter of Transmittal, copies of which are attached as
Exhibits (d)(1) and (d)(2) to Schedule 13E-3 (which are collectively herein
referred to as the "Offer").
Capitalized terms used herein but not otherwise defined are used as
defined in the Offer.
Item 4. Terms of the Transaction
Item 4(a) is hereby amended as follows:
Clause (iii) under the heading "Certain Conditions of the Offer" in
the Offer to Purchase is amended by replacing the first two lines thereof
with the following:
(iii) at any time on or after the date of the Merger Agreement and
prior to the Expiration Date, any of the following conditions exist:
Item 8. Fairness of the Transaction
Item 8(b) is hereby supplemented and amended as follows:
The ASA Board did not consider an alliance with another major air
carrier as a viable option to mitigate the anticipated effects of a
renegotiation of the Delta Connection Agreement since the ASA Board
understood, among other things, that in light of the concentration of ASA'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.
On behalf of ASA, the ASA Board hired an independent financial
advisor, Morgan Stanley & Co. Incorporated, in connection with the
evaluation and negotiation of the terms of the Offer, the Merger and other
matters arising in connection therewith. None of the members of the ASA
Board are affiliated with Delta or Delta Sub and five of the seven members
of the ASA Board are nonemployees of ASA.
In reaching its conclusions with respect to the Offer and the Merger
Agreement, the ASA Board adopted the conclusions reached by Morgan Stanley
& Co. Incorporated, ASA's financial advisor, in its opinion to the ASA
Board of February 15, 1999. In light of the nature of ASA's business, the
ASA Board did not deem net book value or liquidation value to be relevant
indicators of the value of Shares.
Item 17. Material to Be Filed as Exhibits
Item 17 is hereby supplemented and amended as follows:
(a)(3) Term Loan Commitment Letter from Chase Securities Inc. and The
Chase Manhattan Bank to Delta Air Lines, Inc., dated as of
March 4, 1999. (Incorporated herein by reference to Exhibit
(b)(3) to Delta's Tender Offer Statement on Schedule 14D-1,
dated February 22, 1999, as amended through the date hereof).
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
March 11, 1999
DELTA AIR LINES, INC.
By: /s/ Maurice W. Worth
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Name: Maurice W. Worth
Title: Chief Operating Officer
DELTA AIR LINES HOLDINGS, INC.
By: /s/ Leslie P. Klemperer
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Name: Leslie P. Klemperer
Title: Vice President and Secretary
DELTA SUB, INC.
By: /s/ Dean C. Arvidson
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Name: Dean C. Arvidson
Title: Secretary
EXHIBIT INDEX
Exhibit No.
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(a)(3) Term Loan Commitment Letter from Chase Securities Inc. and
The Chase Manhattan Bank to Delta Air Lines, Inc., dated as
of March 4, 1999. (Incorporated herein by reference to
Exhibit (b)(3) to Delta's Tender Offer Statement on Schedule
14D-1, dated February 22, 1999, as amended through the date
hereof).
