ATLANTIC SOUTHEAST AIRLINES INC
S-8 POS, 1995-02-21
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1



       As filed with the Securities and Exchange Commission on February 21, 1995

                                                        Registration No. 2-94852
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                   ------------------------------------------

                       POST-EFFECTIVE AMENDMENT NO. 7 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                   ------------------------------------------


                       ATLANTIC SOUTHEAST AIRLINES, INC.
             (Exact name of registrant as specified in its charter)

                                    GEORGIA
         (State or other jurisdiction of incorporation or organization)

                                   58-1354495
                      (I.R.S. Employer Identification No.)

           100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia
                    (Address of Principal Executive Office)

                                   30354-1356
                                   (Zip Code)

           ATLANTIC SOUTHEAST AIRLINES, INC. INVESTMENT SAVINGS PLAN
                            (Full title of the Plan)

          Altman, Kritzer & Levick, P.C., 6400 Powers Ferry Road, N.W.
                       Suite 224, Atlanta, Georgia  30339
                    (Name and address of agent for service)

                                 (404) 955-3555
         (Telephone number, including area code, of agent for service)

          THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE ON THE
               DATE OF THE FILING IN ACCORDANCE WITH SECTION 8(c)
                         OF THE SECURITIES ACT OF 1933.

================================================================================

<PAGE>   2

This Registration Statement is amended by deleting Item 8 thereof and
substituting in lieu thereof the following:

ITEM 8:        EXHIBITS


         The exhibits filed as part of this Registration Statement are as
follows:

<TABLE>
<S>                               <C>
Exhibit Number                    Description of Exhibit
- --------------                    ----------------------

         24                       Consent of Independent Auditors.(1)

         25                       Power of Attorney authorizing George F. Pickett, Jr. to sign amendments to this Registration
                                  Statement on behalf of officers and directors of Registrant.(1)
</TABLE>

(1)      Included as an Exhibit to the original of this Registration Statement,
         File No. 2-94852, previously filed with the Commission on December 12,
         1984 and incorporated herein by reference.

SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Post-Effective Amendment No. 7 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 21st day of
February, 1995.

                                       ATLANTIC SOUTHEAST AIRLINES, INC.
                      
                      
                      
                                       By: /s/ George F. Pickett, Jr.         
                                           ---------------------------
                                           GEORGE F. PICKETT, JR.
                                           Chairman of the Board and
                                           Chief Executive Officer



                  (SIGNATURES CONTINUED ON THE FOLLOWING PAGE)





                                      -2-
<PAGE>   3

     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 7 to Registration Statement has been signed below
by the following persons in the capacities indicated this 21st day of February,
1995.


<TABLE>
<CAPTION>
        SIGNATURE                                                   TITLE                   
- -------------------------------                       --------------------------------------
<S>                                                   <C>
/s/ George F. Pickett, Jr.                            Chairman of the Board and Chief
- -------------------------------                       Executive Officer (Principal Executive Officer) and Director
George F. Pickett, Jr.                                
                                                      

/s/ John W. Beiser                                    President, Secretary and Director
- -------------------------------                                                        
John W. Beiser


/s/ Ronald V. Sapp                                    Vice President, Treasurer and
- -------------------------------                       Chief Financial Officer (Principal                             
Ronald V. Sapp                                        Financial and Accounting Officer)
                                                      

/s/ Julius P. Gwin                                    Director
- -------------------------------                               
Julius P. Gwin


/s/ Russell H. Heil                                   Director
- -------------------------------                               
Russell H. Heil


/s/ Jean A. Mori                                      Director
- -------------------------------                               
Jean A. Mori


Parker H. Petit*                                      Director
- -------------------------------                               
Parker H. Petit


Alan M. Voorhees*                                     Director
- -------------------------------                               
Alan M. Voorhees


Ralph W. Voorhees*                                    Director
- -------------------------------                               
Ralph W. Voorhees


                                                      *By: /s/ George F. Pickett, Jr.                                        
                                                           ------------------------------                                       
                                                           George F. Pickett, Jr.,
                                                           Attorney-in-Fact
</TABLE>


                  (SIGNATURES CONTINUED ON THE FOLLOWING PAGE)





                                      -3-
<PAGE>   4

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan has caused this Post-Effective Amendment No. 7 to Registration Statement
has been signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Atlanta, State of Georgia, on this 21st day of February, 1995.




                       ATLANTIC SOUTHEAST AIRLINES, INC. INVESTMENT SAVINGS PLAN


                       By: /s/ Renee Skinner                              
                           ------------------------------
                           Renee Skinner
                           Secretary of
                           Administrative Committee





                                      -4-


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