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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)
ASA HOLDINGS, INC.
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)
<TABLE>
<S> <C>
Robert S. Harkey, Esq. George F. Pickett
Senior Vice President - General Counsel Chief Executive Officer
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)
With Copies to:
Joseph Rinaldi, Esq. Benjamin F. Stapleton III, Esq.
Davis Polk & Wardwell John Evangelakos, Esq.
450 Lexington Avenue Sullivan & Cromwell
New York, New York 10017 125 Broad Street
(212) 450-4000 New York, New York 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: [ ]
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INTRODUCTION
This Amendment No.2 amends and supplements the Transaction
Statement on Schedule 13E-3, as amended on April 15, 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
the date hereof, in each case relating to the special ASA shareholders meeting
to be conducted on May 11, 1999. 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.
Please note that all cross references in the Schedule 13E-3, as
amended through the date hereof, which are to the Preliminary Information
Statement should now be deemed to be cross references to the Definitive
Information Statement, which is being filed by ASA on the date hereof.
Item 17. Material to Be Filed as Exhibits
Item 17 is hereby amended and supplemented as follows:
(d)(10) Definitive Information Statement filed by ASA with the SEC on the date
hereof, which is hereby incorporated by reference.
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.
April 19, 1999
ASA HOLDINGS, INC.
By: /s/ George F. Pickett
---------------------------------
Name: George F. Pickett
Title: Chief Executive Officer
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
---------------------------------
Name: Leslie P. Klemperer
Title: Vice President and Secretary
DELTA SUB, INC.
By: /s/ Dean C. Arvidson
---------------------------------
Name: Dean C. Arvidson
Title: Secretary
EXHIBIT INDEX
(d)(10) Definitive Information Statement filed by ASA with the SEC on the date
hereof, which is hereby incorporated by reference.
