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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. 3)
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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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<PAGE>
This Amendment No. 3 amends and supplements the Transaction Statement
on Schedule 13E-3 filed on February 22, 1999, as amended and supplemented on
March 3, 1999 and March 5, 1999 (the "Schedule 13E-3"), 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").
Item 4. Terms of the Transaction
Item 4 is hereby supplemented and amended as follows:
The response to Item 3(b) of the Tender Offer Statement on Schedule
14D-1 filed by Delta, Delta Holdings and Delta Sub, as amended through the date
hereof, is incorporated herein by reference.
Item 16. Additional Information
Item 16 is hereby supplemented and amended as follows:
The response to Item 10(e) of the Tender Offer Statement on Schedule
14D-1 filed by Delta, Delta Holdings and Delta Sub, as amended through the date
hereof, is incorporated herein by reference.
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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.
March 11, 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
