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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
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.
DELTA SUB, INC.
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(Name of Person(s) Filing Statement)
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Common Stock, $0.10 Par Value
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(Title of Class of Securities)
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04338Q 10 7
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(CUSIP Number of Class of Securities)
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Robert S. Harkey, Esquire George F. Pickett
Senior Vice President - General Counsel Chairman of the Board and
Delta Air Lines, Inc. Chief Executive Officer
Hartsfield Atlanta International Airport ASA Holdings, Inc.
Atlanta, GA 30320 100 Hartsfield Centre Parkway,
(404) 715-2387 Suite 800
Atlanta, GA 30354
(404) 766-1400
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(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 Benjamin F. Stapleton III, Esq.
Davis Polk & Wardwell John Evangelakos, Esq.
450 Lexington Avenue Sullivan & Cromwell
New York, NY 10017 125 Broad Street
(212) 450-4000 New York, NY 10004
(212) 558-4000
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: |X|
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$720,965,818 $144,193
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* Calculated by multiplying $34.00, the per share tender offer price, by
20,528,177, which represents (i) the sum of the number of shares of common
stock outstanding on March 12, 1999 (excluding shares of common stock
already owned by Delta Air Lines, Inc. and its affiliates) plus (ii) the
676,700 shares of common stock subject to options which were vested and
exercisable as of March 12, 1999.
** Calculated as 1/50 of 1% of the transaction value.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $144,193 Filing party: Delta Air Lines, Inc.
Form or registration no.: Schedule 14D-1 Date filed: February 22,1999
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed jointly 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 (the "Preliminary
Information Statement") relating to the special ASA shareholders meeting to be
conducted at least 20 days after the mailing to ASA shareholders of a
Definitive Information Statement after the consummation of the Delta Tender
Offer (defined below). At the special meeting, ASA shareholders will
vote to approve the merger (the "Merger") of Delta Sub with and into ASA
pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 15, 1999, and amended as of March 10,
1999, among Delta, Delta Sub and ASA. A copy of the Merger Agreement has
been filed previously as Exhibit 4 to ASA's Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the SEC on February 22, 1999 (as
amended through the date hereof, the "Schedule 14D-9").
The Merger is the second and final step in the acquisition by Delta
pursuant to the terms of the Merger Agreement of all of the outstanding shares
of common stock, par value $0.10 per share (the "Shares"), of ASA. The first
step pursuant to the Merger Agreement is the proposed acquisition by Delta
Sub, pursuant to the Delta Tender Offer, of a number of Shares which, when
taken together with Shares already beneficially owned by Delta, constitutes
at least a majority of all outstanding Shares on a fully diluted basis (the
"Minimum Condition"). The Delta Tender Offer is a tender offer by Delta
Sub for all of the issued and outstanding Shares of ASA, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February
22, 1999 (the "Offer to Purchase") and the related Letter of Transmittal
(which together constitute the "Delta Tender Offer"), copies of which have
previously been filed as Exhibits (a)(1) and (a)(2) to the Tender Offer
Statement on Schedule 14D-1 filed by Delta, Delta Holdings and Delta Sub
with the SEC on February 22, 1999 (as amended through the date hereof, the
"Delta Schedule 14D-1"). The Delta Tender Offer is scheduled to expire on
March 19, 1999, unless extended. Upon consummation of the Delta Tender
Offer (which requires, among other things, satisfaction of the Minimum
Condition), ASA has agreed pursuant to the terms of the Merger Agreement to
call a special shareholders meeting, at which ASA shareholders will vote
upon the Merger. If the Delta Tender Offer is consummated, Delta and its
affiliates would, at the time of the special meeting, own a sufficient
number of Shares to approve the Merger. Upon consummation of the Merger,
(a) Delta Sub shall be merged with and into ASA, with ASA as the surviving
corporation, and (b) each Share shall be canceled and, subject to
dissenters' rights, shall be converted into the right to receive $34.00 per
Share in cash, payable, without interest, to the holder of such Share.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Preliminary
Information Statement of certain of the information required to be included in
this Schedule 13E-3. The information set forth in the Preliminary Information
Statement, including all exhibits thereto, is hereby expressly incorporated
herein by reference as set forth in the Cross Reference Sheet and the
responses in this Schedule 13E-3, and such responses are qualified in their
entirety by reference to the information contained in the Preliminary
Information Statement and the annexes thereto. Unless otherwise noted, all
cross references in this Schedule 13E-3 refer to captions in the Preliminary
Information Statement. Certain information required to be in this Schedule
13E-3 but not required to be contained in the Preliminary Information
Statement is incorporated by reference to the Rule 13e-3 Transaction Statement
on Schedule 13E-3 filed by Delta, Delta Holdings and Delta Sub with the SEC on
February 22, 1999 (as amended through the date hereof, the "Delta Schedule
13E-3").
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CROSS REFERENCE SHEET
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
Item 1(a)........................Cover Page and "Summary--Transaction Parties"
Item 1(b)........................Cover Page and "Information Concerning the
Special Meeting--Record Date; Quorum;
Outstanding Shares Entitled to Vote"
Item 1(c) and (d)................"Certain Information Concerning ASA and the
Shares"
Item 1(e)........................Not Applicable
Item 1(f)........................"Ownership of Shares" and "Certain Information
Concerning ASA and the Shares"
Items 2(a)-(d) and (g)...........*
Items 2(e) and (f)...............Not Applicable
Item 3(a)........................"The Merger--Background of the Offer and the
Merger", "Interests of Certain Persons in the
Merger" and "Certain Information Concerning
Delta and Delta Sub"
Item 3(b)........................"Summary", "The Merger--Background of the
Offer and the Merger", "The Merger--Purpose
and Structure of the Merger; Reasons of Delta
for the Merger", "The Merger--Plans for ASA
after the Merger", "The Merger--Merger
Agreement", and "Certain Information
Concerning Delta and Delta Sub"
Item 4(a)........................Cover Page, "Summary", "Information Concerning
the Special Meeting--Exchange and Payment
Procedures", "The Merger--Background of the
Offer and the Merger", "The Merger--The Merger
Agreement", "The Merger--Regulatory Approval"
and "Dissenters' Rights"
Item 4(b)........................"Interests of Certain Persons in the Merger"
Items 5(a)-(e)..................."Summary", "The Merger--Background of the
Offer Merger", "The Merger--Purpose and
Structure of the Merger; Reasons of Delta for
the Merger", "The Merger--Plans for ASA after
the Merger", "The Merger--Merger Agreement"
and "Certain Information Concerning ASA and
the Shares"
Items 5(f) and (g)..............."The Merger--Certain Consequences of the
Merger"
Item 6(a)........................"The Merger--Financing of the Offer and the
Merger"
Item 6(b)........................*
Item 6(c)........................"The Merger--Financing of the Offer and the
Merger"
Item 6(d)........................Not Applicable
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
Item 7(a)........................"The Merger--Purpose and Structure of the
Merger; Reasons of Delta for the Merger", "The
Merger--Plans for ASA after the Merger" and
"The Merger--Position of Delta and Delta Sub
Regarding Fairness of the Merger"
Item 7(b)........................"The Merger--Background of the Offer and the
Merger", "The Merger--Recommendation and
Reasons of the ASA Board" and "The
Merger--Purpose and Structure of the Merger;
Reasons of Delta for the Merger"
Item 7(c)........................"Summary", "The Merger--Background of the
Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA
Board", "The Merger--Purpose and Structure of
the Merger; Reasons of Delta for the Merger",
"The Merger--Position of Delta and Delta Sub
Regarding Fairness of the Merger" ad "The
Merger--Plans for ASA after the Merger"
Item 7(d)........................"Summary", "The Merger--Background of the
Offer and the Merger", "The Merger--
Recommendation and Reasons of the ASA Board",
"The Merger--Purpose and Structure of the
Merger; Reasons of Delta for the Merger",
"The Merger--Position of Delta and Delta Sub
Regarding Fairness of the Merger", "The
Merger--Plans for ASA after the Merger",
"The Merger--Certain Consequences of the
Merger", "Interests of Certain Persons in the
Merger" and "Certain United States Federal
Income Tax Consequences"
Item 8(a)-(e)...................."Summary", "The Merger--Background of the
Offer and the Merger ", "The Merger--
Recommendation and Reasons of the ASA Board",
"The Merger--Position of Delta and Delta Sub
Regarding Fairness of the Merger" and "The
Merger--Purpose and Structure of the Merger;
Reasons of Delta for the Merger"
Item 8(f)........................Not Applicable
Items 9(a)-(c)..................."The Merger--Background of the Offer and the
Merger", "The Merger--Recommendation and
Reasons of the ASA Board", "The
Merger--Opinion of Financial Advisor to the
ASA Board" and "The Merger--Position of Delta
and Delta Sub Regarding Fairness of the
Merger"
Item 10(a) and (b)..............."Interests of Certain Persons in the Merger"
and "Ownership of Shares"
Item 11.........................."Summary", "The Merger--Background of the
Offer and the Merger", "The Merger--Purpose
and Structure of the Merger; Reasons of Delta
for the Merger", "The Merger--Plans for ASA
after the Merger", "The Merger--Merger
Agreement", "Interests of Certain Persons in
the Merger" and "Certain Information
Concerning ASA and the Shares"
Item 12(a) and (b)..............."Summary", "The Merger--Background of the
Offer and the Merger" and "The
Merger--Recommendation and Reasons of the ASA
Board"
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
Item 13(a)......................."The Merger--Merger Agreement" and
"Dissenters' Rights"
Item 13(b).......................Not Applicable
Item 13(c).......................Not Applicable
Item 14(a)......................."Certain Information Concerning ASA and the
Shares" and "Additional and Available
Information"
Item 14(b).......................Not Applicable
Item 15(a)......................."The Merger--Background of the Offer and the
Merger", "The Merger--Recommendation and
Reasons of the ASA Board" and "The
Merger--Plans for ASA after the Merger"
Item 15(b)......................."Summary", "The Merger--Opinion of Financial
Advisor to the ASA Board" and "The
Merger--Merger Agreement"
Item 16.........................."The Merger--Certain Litigation"; Preliminary
Information Statement generally
Item 17..........................*
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* The Item is located in the Schedule 13E-3 only.
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Item 1. Issuer and Class of Security Subject to the Transaction
(a) The name of the issuer of the class of equity securities which is
the subject of the Rule 13e-3 transaction is ASA Holdings, Inc., a Georgia
corporation, which has its principal executive offices at 100 Hartsfield
Centre Parkway, Suite 800, Atlanta, Georgia 30354.
(b) The exact title of the class of equity securities being bought is
shares of common stock, $0.10 par value per share, of ASA. As of March 12,
1999, there were 20,528,177 Shares issued and outstanding and approximately
864 holders of record. The information set forth in the Preliminary Information
Statement under "Summary" is incorporated herein by reference.
(c) The information concerning the principal market in which the
Shares are traded and certain high and low sales prices for the Shares
in such principal market is set forth in the Preliminary Information Statement
under "Certain Information Concerning ASA and the Shares" of and is incorporated
herein by reference.
(d) The information set forth in the Preliminary Information Statement
under "The Merger--Merger Agreement" and "Certain Information Concerning
ASA and the Shares" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Preliminary Information Statement
under "Certain Information Concerning ASA and the Shares" is incorporated
herein by reference. Item 2. Identity and Background
Item 2. Identity and Background
(a)-(d) and (g) The response to Item 2 of the Delta Schedule 13E-3
is incorporated herein by reference.
(e) and (f) Not applicable.
Item 3. Past Contacts, Transactions or Negotiations
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The Merger--
Merger Agreement", "Interests of Certain Persons in the Merger" and "Certain
Information Concerning Delta and Delta Sub" is incorporated herein by
reference.
(b) The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Background of the Offer and the Merger", "the
Merger--Purpose and Structure of the Merger; Reasons of Delta for the Merger",
"The Merger--Plans for ASA after the Merger", "The Merger--Merger Agreement"
and "Certain Information Concerning Delta and Delta Sub" is incorporated
herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Preliminary Information
Statement on the cover page thereof and under "Summary", "Information
Concerning the Special Meeting--Exchange and Payment Procedures", "The
Merger--Background of the Offer and the Merger", "The Merger--Merger
Agreement", "The Merger--Regulatory Approvals" and "Dissenters' Rights" is
incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "Interests of Certain Persons in the Merger" is incorporated herein by
reference.
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Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(e) The information set forth in the Preliminary Information
Statement under "Summary", "The Merger--Background of the Offer and the
Merger", "The Merger--Purpose and Structure of the Merger; Reasons of Delta
for the Merger", "The Merger--Plans for ASA after the Merger", "The
Merger--Merger Agreement" and "Certain Information Concerning ASA and the
Shares" is incorporated herein by reference.
(f) and (g) The information set forth under "The Merger--Certain
Consequences of the Merger" in the Preliminary Information Statement is
incorporated herein by reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Financing of the Offer and the Merger" is incorporated
herein by reference.
(b) The response to Item 6(b) of the Delta Schedule 13E-3 is
incorporated herein by reference.
(c) The information set forth in the Preliminary Information
Statement under "The Merger--Financing of the Offer and the Merger" is
incorporated herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Purpose and Structure of the Merger; Reasons of Delta for
the Merger", "The Merger--Plans for ASA after the Merger" and "The
Merger--Position of Delta and Delta Sub Regarding Fairness of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA Board" and "The Merger--Purpose
and Structure of the Merger; Reasons of Delta for the Merger" is incorporated
herein by reference.
(c) The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA Board", "The Merger--Purpose and
Structure of the Merger; Reasons of Delta for the Merger", "The
Merger--Position of Delta and Delta Sub Regarding Fairness of the Merger" and
"The Merger--Plans for ASA after the Merger" is incorporated herein by
reference.
(d) The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA Board", "The Merger--Purpose and
Structure of the Merger; Reasons of Delta for the Merger", "The
Merger--Position of Delta and Delta Sub Regarding Fairness of the Merger", "The
Merger--Plans for ASA after the Merger", "The Merger--Certain Consequences of
the Merger", "Interests of Certain Persons in the Merger" and "Certain United
States Federal Income Tax Consequences" is incorporated herein by reference.
Item 8. Fairness of the Transaction
(a)-(e) The information set forth in the Preliminary Information
Statement under "Summary", "The Merger--Background of the Offer and the
Merger", "The Merger--Recommendation and Reasons of the ASA Board", "The
Merger--Position of Delta and Delta Sub Regarding Fairness of the Merger" and
"The Merger--Purpose and Structure of the Merger; Reasons of Delta for the
Merger" is incorporated herein by reference.
(f) Not applicable.
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Item 9. Reports, Opinions, Appraisals And Certain Negotiations
(a)-(c) The information set forth in the Preliminary Information
Statement under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA Board", "The Merger--Opinion of
Financial Advisor to the ASA Board", "The Merger--Position of Delta and
Delta Sub Regarding Fairness of the Merger" and Exhibit (b)(1) is incorporated
herein by reference.
Item 10. Interest in Securities of the Issuer
(a)-(b) The information set forth in the Preliminary Information
Statement under "Interests of Certain Persons in the Merger" and "Ownership of
Shares" is incorporated herein by reference. The response to Items 10(a)-(b)
in the Delta Schedule 13E-3 is also incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Background of the Offer and the Merger", "The
Merger--Purpose and Structure of the Merger; Reasons of Delta for the Merger",
"The Merger--Plans for ASA after the Merger", "The Merger--Merger Agreement",
"Interests of Certain Persons in the Merger", and "Certain Information
Concerning ASA and the Shares" is incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard
to the Offer and the Merger
(a)-(b) The information set forth in the Preliminary Information
Statement under "Summary", "The Merger--Background of the Offer and the
Merger" and "The Merger--Recommendation and Reasons of the ASA Board" is
incorporated herein by reference.
Item 13. Other Provisions of the Offer and the Merger
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Merger Agreement" and "Dissenters' Rights" is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information
(a) The information set forth in the Preliminary Information Statement
under "Certain Information Concerning ASA and the Shares" and "Additional and
Available Information" is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the ASA Board" and "The Merger--Plans
for ASA after the Merger" is incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Opinion of Financial Advisor to the ASA Board"
and "The Merger--Merger Agreement" is incorporated herein by reference.
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Item 16. Additional Information
The information set forth in the Preliminary Information Statement
under "The Merger--Certain Litigation" is incorporated herein by reference.
The information set forth in the Preliminary Information Statement, the
Schedule 14D-9, the Delta Schedule 14D-1 and the Delta Schedule 13E-3 is
incorporated herein by reference.
Item 17. Material to Be Filed as Exhibits
(a)(1) Credit Agreement dated as of May 2, 1997 among Delta, Certain
Banks and NationsBank, N.A. (South), as agent bank.
(Incorporated herein by reference to Exhibit 4.7 of Delta's
Annual Report on Form 10-K for the year ended June 30, 1997).
(a)(2) Form of Indenture dated as of May 1, 1991, between Delta and The
Bank of New York, successor to The Citizens and Southern
National Bank of Florida, as trustee. (Incorporated herein by
reference to Exhibit 4 to the Delta Registration Statement on
Form S-3, Registration No. 33-40190.)
(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
the Delta Schedule 14D-1.)
(b)(1) Opinion of Morgan Stanley & Co. Incorporated dated February 15,
1999. (Incorporated herein by reference to Exhibit (b)(1) of the
Delta Schedule 13E-3.)
(b)(2) Presentation of Morgan Stanley & Co. Incorporated dated February
15, 1999. (Incorporated herein by reference to Exhibit (b)(2) of
the Delta Schedule 13E-3.)
(c)(1) Stock Purchase Agreement dated May 28, 1986, between Delta and
Atlantic Southeast Airlines, Inc. (Incorporated herein by
reference to Exhibit 1 of the Delta Schedule 13D filed on June 6,
1986).
(c)(2) Stock Agreement among Delta, Atlantic Southeast Airlines, Inc.
and ASA dated as of March 17, 1997. (Incorporated herein by
reference to Exhibit (c)(2) to the Delta Schedule 14D-1).
(c)(3) Agreement and Plan of Merger, dated as of February 15, 1999,
among ASA, Delta and Delta Sub. (Incorporated herein by
reference to Exhibit 99.3 of Amendment No. 3 to the Delta
Schedule 13D filed on February 15, 1999.)
(c)(4) Shareholders Agreement dated as of February 15, 1999, among
Delta and certain shareholders of ASA. (Incorporated herein by
reference to Exhibit 99.4 of Amendment No. 3 to the Delta
Schedule 13D filed on February 15, 1999.)
(d)(1) Offer to Purchase dated February 22, 1999. (Incorporated herein
by reference to Exhibit (a)(1) to the Delta Schedule 14D-1.)
(d)(2) Letter of Transmittal sent to holders of Shares. (Incorporated
herein by reference to Exhibit (a)(2) to the Delta Schedule
14D-1.)
(d)(3) Notice of Guaranteed Delivery. (Incorporated herein by reference
to Exhibit (a)(3) to the Delta Schedule 14D-1.)
(d)(4) Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. (Incorporated herein
by reference to Exhibit (a)(4) to the Delta Schedule 14D-1.)
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(d)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. (Incorporated herein by
reference to Exhibit (a)(5) to the Delta Schedule 14D-1.)
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. (Incorporated herein by reference to Exhibit
(a)(6) to the Delta Schedule 14D-1.)
(d)(7) Summary Advertisement as published in The Wall Street Journal on
February 22, 1999. (Incorporated herein by reference to Exhibit
(a)(7) to the Delta Schedule 14D-1.)
(d)(8) Text of Press Release issued by Delta on February 16, 1999.
(Incorporated herein by reference to Exhibit (a)(8) to the Delta
Schedule 14D-1.)
(e) Article 13 of the Georgia Business Corporation Code relating to
dissenting shareholders. (Incorporated herein by reference to
Exhibit (e) of the Delta Schedule 13E-3.)
(f) Not applicable.
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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 18, 1999
ASA HOLDINGS, INC.
By: /s/ George F. Pickett
-----------------------------------------
Name: George F. Pickett
Title: Chairman and Chief
Executive Officer
DELTA AIR LINES, INC.
By: /s/ Maurice W. Worth
-----------------------------------------
Name: Maurice W. Worth
Title: Chief Operating Officer
DELTA AIR LINES HOLDINGS, INC.
By: /s/ Leslie P. Klemperer
-----------------------------------------
Name: Leslie P. Klemperer
Title: Vice President and Secretary
DELTA SUB, INC.
By: /s/ Dean C. Arvidson
-----------------------------------------
Name: Dean C. Arvidson
Title: Secretary
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