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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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ASA HOLDINGS, INC.
(Name of Issuer)
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ASA HOLDINGS, INC.
DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, 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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<TABLE>
<S> <C>
Robert S. Harkey, Esq. Maurice W. Worth
Senior Vice President - General Counsel Chairman of the Board
Delta Air Lines, Inc. ASA Holdings, Inc.
Hartsfield Atlanta International Airport 100 Hartsfield Centre Parkway, Suite 800
Atlanta, Georgia 30320 Atlanta, Georgia 30354
(404) 715-2387 (404) 766-1400
</TABLE>
(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, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
This statement is filed in connection with (check the appropriate box):
a. |X| 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. |_| 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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<PAGE>
INTRODUCTION
This Final Amendment amends and supplements the Transaction Statement on
Schedule 13E-3, dated March 18, 1999, as amended on April 15, 1999 and April
19, 1999 (the "Schedule 13E-3") filed by ASA Holdings, Inc., a Georgia
corporation ("ASA"), Delta Air Lines, Inc., a Delaware corporation ("Delta"),
Delta Sub, Inc., a Georgia corporation ("Delta Sub") and an indirect
wholly-owned subsidiary of Delta, and Delta Air Lines Holdings, Inc., a
Delaware corporation ("Delta Holdings") and a direct wholly-owned subsidiary
of Delta, pursuant to Section 13(e) of the Securities Exchange Act of 1934, as
amended, and Rule 13e-3 thereunder, in connection with the Preliminary
Information Statement on Schedule 14C filed by ASA with the Securities and
Exchange Commission (the "SEC") on March 12, 1999, as amended on April 15,
1999 (the "Preliminary Information Statement") and the Definitive Information
Statement on Schedule 14C filed by ASA with the SEC on April 19, 1999.
Item 16. Additional Information
Item 16 is hereby amended and supplemented as follows:
At a special meeting of the shareholders of ASA held on May 11, 1999, the
shareholders of ASA approved the merger of Delta Sub with and into ASA. The
Merger was effected pursuant to an Agreement and Plan of Merger dated as of
February 15, 1999, as amended, by and among ASA, Delta and Delta Sub, and
constituted the second and final step of the acquisition by Delta of ASA. The
first step of the acquisition was a tender offer by Delta Sub, which commenced
on February 22, 1999, for all outstanding shares of ASA at a purchase price of
$34.00 per share, net to the seller in cash. As a result of the completion of
the tender offer on March 19, 1999, Delta increased from 28% to 91% its
beneficial ownership of the outstanding shares of ASA.
The merger became effective on May 11, 1999 upon its approval by ASA
shareholders and the filing of a Certificate of Merger with the Secretary of
State of the State of Georgia. As a result of the completion of the merger,
ASA is now a wholly-owned subsidiary of Delta and shares held by all persons
who are not affiliated with ASA or Delta and who have not timely exercised
dissenters' rights have been converted into the right to receive the merger
consideration of $34.00 per share. As of the close of business on May 11,
1999, Delta Holdings and three dissenting shareholders were the only holders
of record of ASA.
Item 17. Material to Be Filed as Exhibits
Item 17 is hereby amended and supplemented as follows:
(d)(11) Certificate of Merger filed with the Secretary of State of the State
of Georgia on May 11, 1999.
(d)(12) Press Release issued by Delta, dated May 11, 1999.
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<PAGE>
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.
May 12, 1999
ASA HOLDINGS, INC.
By: /s/ Maurice W. Worth
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Name: Maurice W. Worth
Title: Chairman of the Board
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
<PAGE>
EXHIBIT INDEX
(d)(11) Certificate of Merger filed with the Secretary of State of the State
of Georgia on May 11, 1999.
(d)(12) Press Release issued by Delta, dated May 11, 1999.
CERTIFICATE OF MERGER
OF
DELTA SUB, INC.
(a Georgia corporation)
WITH AND INTO
ASA HOLDINGS, INC.
(a Georgia corporation)
Pursuant to Section 14-2-1105(b) of the Georgia Business Corporation
Code (the "GBCC"), the undersigned corporation, by its authorized officer,
does hereby certify as follows:
1. The Board of Directors and shareholders of Delta Sub, Inc., a
Georgia corporation (the "Merging Corporation"), and the Board of Directors
and shareholders of ASA Holdings, Inc., a Georgia corporation ("ASA"), have
duly approved an Agreement and Plan of Merger dated as of February 15, 1999,
as amended (the "Merger Agreement"), among ASA, Delta Air Lines, Inc., a
Delaware corporation ("Delta"), and the Merging Corporation providing for,
among other things the merger (the "Merger") of the Merging Corporation with
and into ASA.
2. The surviving corporation of the Merger is ASA.
3. The Articles of Incorporation of the Merging Corporation shall be
the Articles of Incorporation of the surviving corporation, except that the
name of the surviving corporation shall be "ASA Holdings, Inc."
4. The executed Merger Agreement is on file at the principal place of
business of ASA, as the surviving corporation, which is located 100 Hartsfield
Center Parkway, Suite 800, Atlanta, Georgia 30354.
5. A copy of the Merger Agreement shall be furnished by ASA, as the
surviving corporation, upon request and without cost, to any shareholder of
any corporation that is a party to the Merger Agreement.
6. The Merger and the Merger Agreement were duly approved by the
shareholders of each of the Merging Corporation and ASA on May 11, 1999.
<PAGE>
7. ASA, as the surviving corporation, undertakes that a request for
publication of a notice of filing of this Certificate of Merger and payment
therefor will be made as required by Section 14-2-1105.1(b) of the GBCC.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by a
duly authorized officer of ASA, as the surviving corporation, on this the 11th
day of May, 1999.
ASA HOLDINGS, INC.
By: /s/ W.E. Barnette
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W. E. Barnette
President
ATTEST:
/s/ Dean C. Arvidson
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Secretary
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CONTACT: Corporate Communications
404/715-2533
DELTA COMPLETES ACQUISITION OF ASA HOLDINGS
ATLANTA, GA, May 11, 1999 - Delta Air Lines announced that it has
today completed its acquisition of ASA Holdings, Inc. ASA Holdings owns all of
the outstanding shares of Atlantic Southeast Airlines, Inc. (ASA), a Delta
Connection carrier.
As a result of the completion of the acquisition, ASA Holdings is now
a wholly owned subsidiary of Delta and each outstanding share of ASA Holdings
common stock was converted into the right to receive $34.00 per share in cash,
without interest thereon.
Delta also stated that instructions will be mailed shortly to former
ASA Holdings shareholders with respect to the procedures to follow to receive
payment for their shares.
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 5,256 flights each day to 350
cities in 58 countries.
ASA is 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.
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0599/118-SEF
ASACOMPL
