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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. 1)
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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.1 amends and supplements the Transaction Statement on
Schedule 13E-3 ("Schedule 13E-3") filed on February 22, 1999 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 not separately defined herein shall have the meanings
specified in the Schedule 13E-3.
Item 6. Source and Amount of Funds or Other Consideration
Item 6 is hereby amended and supplemented as follows:
(c) On March 2, 1999, Delta issued $300 million aggregate principal amount
of its Medium-Term Notes, Series C (the "Notes") in an underwritten public
offering. The Notes were sold at an initial public offering price of 99.924% of
their aggregate principal amount; bear interest at the rate of 6.65% per annum,
payable semi-annually commencing September 15, 1999; and mature on March 15,
2004. The net proceeds to Delta of approximately $298 million from the sale of
the Notes will be used to pay a portion of the funds required by Delta and
Delta Sub to consummate the Offer and the Merger and to pay related fees and
expenses.
The Notes were issued under an Indenture dated as of May 1, 1991 (the
"Indenture"), between Delta and The Bank of New York, successor to The Citizens
and Southern National Bank of Florida, as trustee (the "Trustee"). The Notes
constitute a single series of unsecured and unsubordinated debt securities of
Delta which rank on a parity with all other unsecured and unsubordinated
indebtedness of Delta. The Notes are not subject to any negative covenants. The
Indenture includes the following events of default with respect to the Notes:
(i) failure to pay principal on the Notes within 5 business days of their
maturity; (ii) failure to pay interest on the Notes within 30 days of when due;
(iii) failure to perform any covenant of Delta in the Indenture for 60 days
after written notice is provided to Delta of such violation; (iv) a default
under any indebtedness for money borrowed by Delta or certain of its
subsidiaries which either (x) results from the failure of Delta or such
subsidiary to repay the principal amount due upon maturity in an amount in
excess of $75 million or (y) results in the acceleration of such indebtedness
in an amount in excess of $75 million, and in either case such indebtedness has
not been discharged or such acceleration has not been rescinded or annulled
within 10 days after written notice is provided to Delta by the Trustee or the
holders of 25% or more of the principal amount of the Notes; and (v) certain
events of bankruptcy, insolvency or reorganization involving Delta. The
Indenture also provides that Delta may, without the consent of Noteholders,
consolidate with, or merge into, or transfer or lease its assets substantially
as an entirety to, any person, if (a) the successor person to such transaction
is organized under the laws of any U.S. jurisdiction and assumes Delta's
obligations under the Notes and (b) no default would exist and be continuing
under the Notes after giving effect to such transaction. The foregoing summary
of certain provisions of the Indenture does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the Indenture, a
copy of which appears as Exhibit (a)(2) hereto.
Item 16. Additional Information
Item 16 is hereby amended and supplemented as follows:
(b)-(c) On February 25, 1999, Delta and Delta Sub were notified that they
had been granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the Offer. On March 3, 1999, Delta and ASA issued a joint press release
regarding such early termination. The full text of the press release is
attached as Exhibit (a)(9) to Schedule 14D-1 and is incorporated by reference
herein.
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Item 17. Material to Be Filed as Exhibits
Item 17 is supplemented as follows:
(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.)
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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 3, 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
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EXHIBIT INDEX
Exhibit No.
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(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.)
