-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KeJdIOwghc4rwLxG44dhU6DJ8uNebB76Z7SnMpjVjpCVPzOGGd/UnLUln6PDwwa1 GIjdi9NPu4Ikth4SCscR+g== 0000950103-99-000134.txt : 19990304 0000950103-99-000134.hdr.sgml : 19990304 ACCESSION NUMBER: 0000950103-99-000134 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASA HOLDINGS INC CENTRAL INDEX KEY: 0001023944 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 582258221 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-50903 FILM NUMBER: 99556306 BUSINESS ADDRESS: STREET 1: 100 HARTSFIELD CENTRE PARKWAY SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30354 BUSINESS PHONE: 4047661400 MAIL ADDRESS: STREET 1: 100 HARTSFIELD CENTRE PARKWAY SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30354 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30320-6001 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: 1030 DELTA BLVD STREET 2: DEPT 971 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 SC 14D1/A 1 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ----------------------- ASA HOLDINGS, INC. (Name of Issuer) DELTA AIR LINES, INC. DELTA AIR LINES HOLDINGS, INC. DELTA SUB, INC. (Bidders) ----------------------- Common Stock, $0.10 Par Value (Title of Class of Securities) ----------------------- 04338Q 10 7 (CUSIP Number of Class of Securities) ----------------------- 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) ----------------------- With Copies to: Joseph Rinaldi Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 (212) 450-4000 ----------------------- February 22, 1999 (Date Tender Offer First Published, Sent or Given to Security Holder) - ------------------------------------------------------------------------------ CUSIP No. 04338Q 10 7 --------------------- 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 CUSIP No. 04338Q 10 7 --------------------- 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 CUSIP No. 04338Q 10 7 --------------------- 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 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 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.) 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 ----------------------------------- Name: Maurice W. Worth Title: Chief Operating Officer DELTA AIR LINES HOLDINGS, INC. By: /s/ Maurice W. Worth ----------------------------------- 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 Exhibit No. - ---------- 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.) EX-99.(A)(9) 2 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----