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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. 2)
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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. 2 amends and supplements the Transaction Statement on
Schedule 13E-3 filed on February 22, 1999, as amended and supplemented on March
3, 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").
Item 16. Additional Information
Item 16 is hereby supplemented and amended as follows:
The response to Item 10(e) of the Tender Offer Statement on Schedule 14D-1
filed by Delta, Delta Holdings and Delta Sub, as amended through the date
hereof, is incorporated herein by reference.
2
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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 5, 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
