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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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ASA HOLDINGS, INC.
(Name of Issuer)
DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, INC.
DELTA SUB, INC.
(Bidders)
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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 Bidders)
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With Copies to:
Joseph Rinaldi
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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February 22, 1999
(Date Tender Offer First Published, Sent or Given to Security Holder)
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<PAGE>
CUSIP No. 04338Q 10 7
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14D-1/A
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
DELTA AIR LINES, INC.
IRS IDENTIFICATION NO. 58-0218548
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK; WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITE 2(e) OR 2(f)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,995,000
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
28%
10. TYPE OF REPORTING PERSON
CO
2
<PAGE>
CUSIP No. 04338Q 10 7
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14D-1/A
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
DELTA AIR LINES HOLDINGS, INC.
IRS IDENTIFICATION NO. 51-0323487
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,995,000
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
28%
10. TYPE OF REPORTING PERSON
CO
3
<PAGE>
CUSIP No. 04338Q 10 7
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14D-1/A
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
DELTA SUB, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,995,000
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
28%
10. TYPE OF REPORTING PERSON
CO
4
<PAGE>
This Amendment No.1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 ("Schedule 14D-1") 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 (a)(1) and (a)(2) to Schedule 14D-1 (which are herein
collectively referred to as the "Offer").
Capitalized terms not separately defined herein shall have the
meanings specified in the Schedule 14D-1.
Item 4. Source and Amount of Funds or Other Consideration
Item 4 is hereby amended and supplemented as follows:
(a)-(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 (b)(2) hereto.
Item 10. Additional Information
Item 10(b)-(c) 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 hereto as Exhibit (a)(9) and is incorporated by reference herein.
5
<PAGE>
Item 11. Material to Be Filed as Exhibits
Item 11 is supplemented as follows:
99.(a)(9) Joint press release issued by Delta and ASA on March 3, 1999.
99.(b)(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/ Maurice W. Worth
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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
<PAGE>
EXHIBIT INDEX
Exhibit No.
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99.(a)(9) Joint press release issued by Delta and ASA on March 3, 1999.
99.(b)(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.)
<PAGE>
EXHIBIT 99.(a)(9)
DELTA ACQUISITION OF ASA HOLDINGS
RECEIVES CLEARANCE FROM FEDERAL TRADE COMMISSION
ATLANTA, GA - March 3, 1999 - Delta Air Lines, Inc. and ASA Holdings,
Inc. announced today that they have received clearance from the United States
Federal Trade Commission (FTC) for Delta's proposed acquisition of ASA
Holdings. On February 25, 1999, the FTC granted early termination of the
waiting period under the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976 in respect of the tender offer launched on February 22, 1999 by
Delta's wholly-owned subsidiary, Delta Sub, Inc., for all outstanding shares of
common stock of ASA Holdings.
As previously announced, the tender offer is being made pursuant to the terms
of a Merger Agreement among Delta, Delta Sub and ASA Holdings, parent company
of Delta Connection partner carrier Atlantic Southeast Airlines (ASA). The
offer and withdrawal rights will expire at 12:00 midnight, New York City time,
on March 19, 1999, unless the offer is extended. Delta intends to operate ASA
as a wholly owned subsidiary.
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 5,211 flights each day to 353
cities in 56 countries.
ASA Holdings, Inc. operates ASA, Atlantass 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. It has a fleet of 88 aircraft with 2,673
employees based in 40 cities.
