-----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, F37A4bcOxxkPQQoaFPQ7gjla6v2233nkkViaW+5vdsXG0JGFT7GJ/XizjJg5gu7q WElgsgpuqe8x4Wgf5m5nOA== 0000950103-99-000388.txt : 19990513 0000950103-99-000388.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950103-99-000388 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990512 GROUP MEMBERS: ASA HOLDINGS INC. GROUP MEMBERS: DELTA AIR LINES HOLDINGS, INC. GROUP MEMBERS: DELTA AIR LINES INC /DE/ 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-50903 FILM NUMBER: 99618385 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 13E3/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 13E3/A 1 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FINAL AMENDMENT TO SCHEDULE 13E-3/A Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) ----------------------- ASA HOLDINGS, INC. (Name of Issuer) ----------------------- ASA HOLDINGS, INC. DELTA AIR LINES, INC. DELTA AIR LINES HOLDINGS, INC. (Name of Person(s) Filing Statement) ----------------------- Common Stock, $0.10 Par Value (Title of Class of Securities) ----------------------- 04338Q 10 7 (CUSIP Number of Class of Securities) ----------------------- Robert S. Harkey, Esq. Maurice W. Worth Senior Vice President - General Counsel Chairman of the Board 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
(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. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 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: |_| - ------------------------------------------------------------------------------- INTRODUCTION This Final Amendment amends and supplements the Transaction Statement on Schedule 13E-3, dated March 18, 1999, as amended on April 15, 1999 and April 19, 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 April 19, 1999. Item 16. Additional Information Item 16 is hereby amended and supplemented as follows: At a special meeting of the shareholders of ASA held on May 11, 1999, the shareholders of ASA approved the merger of Delta Sub with and into ASA. The Merger was effected pursuant to an Agreement and Plan of Merger dated as of February 15, 1999, as amended, by and among ASA, Delta and Delta Sub, and constituted the second and final step of the acquisition by Delta of ASA. The first step of the acquisition was a tender offer by Delta Sub, which commenced on February 22, 1999, for all outstanding shares of ASA at a purchase price of $34.00 per share, net to the seller in cash. As a result of the completion of the tender offer on March 19, 1999, Delta increased from 28% to 91% its beneficial ownership of the outstanding shares of ASA. The merger became effective on May 11, 1999 upon its approval by ASA shareholders and the filing of a Certificate of Merger with the Secretary of State of the State of Georgia. As a result of the completion of the merger, ASA is now a wholly-owned subsidiary of Delta and shares held by all persons who are not affiliated with ASA or Delta and who have not timely exercised dissenters' rights have been converted into the right to receive the merger consideration of $34.00 per share. As of the close of business on May 11, 1999, Delta Holdings and three dissenting shareholders were the only holders of record of ASA. Item 17. Material to Be Filed as Exhibits Item 17 is hereby amended and supplemented as follows: (d)(11) Certificate of Merger filed with the Secretary of State of the State of Georgia on May 11, 1999. (d)(12) Press Release issued by Delta, dated May 11, 1999. 2 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. May 12, 1999 ASA HOLDINGS, INC. By: /s/ Maurice W. Worth ------------------------------- Name: Maurice W. Worth Title: Chairman of the Board DELTA AIR LINES, INC. By: /s/ Maurice W. Worth ------------------------------- 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 EXHIBIT INDEX (d)(11) Certificate of Merger filed with the Secretary of State of the State of Georgia on May 11, 1999. (d)(12) Press Release issued by Delta, dated May 11, 1999. EX-99.D11 2 CERTIFICATE OF MERGER OF DELTA SUB, INC. (a Georgia corporation) WITH AND INTO ASA HOLDINGS, INC. (a Georgia corporation) Pursuant to Section 14-2-1105(b) of the Georgia Business Corporation Code (the "GBCC"), the undersigned corporation, by its authorized officer, does hereby certify as follows: 1. The Board of Directors and shareholders of Delta Sub, Inc., a Georgia corporation (the "Merging Corporation"), and the Board of Directors and shareholders of ASA Holdings, Inc., a Georgia corporation ("ASA"), have duly approved an Agreement and Plan of Merger dated as of February 15, 1999, as amended (the "Merger Agreement"), among ASA, Delta Air Lines, Inc., a Delaware corporation ("Delta"), and the Merging Corporation providing for, among other things the merger (the "Merger") of the Merging Corporation with and into ASA. 2. The surviving corporation of the Merger is ASA. 3. The Articles of Incorporation of the Merging Corporation shall be the Articles of Incorporation of the surviving corporation, except that the name of the surviving corporation shall be "ASA Holdings, Inc." 4. The executed Merger Agreement is on file at the principal place of business of ASA, as the surviving corporation, which is located 100 Hartsfield Center Parkway, Suite 800, Atlanta, Georgia 30354. 5. A copy of the Merger Agreement shall be furnished by ASA, as the surviving corporation, upon request and without cost, to any shareholder of any corporation that is a party to the Merger Agreement. 6. The Merger and the Merger Agreement were duly approved by the shareholders of each of the Merging Corporation and ASA on May 11, 1999. 7. ASA, as the surviving corporation, undertakes that a request for publication of a notice of filing of this Certificate of Merger and payment therefor will be made as required by Section 14-2-1105.1(b) of the GBCC. IN WITNESS WHEREOF, this Certificate of Merger has been executed by a duly authorized officer of ASA, as the surviving corporation, on this the 11th day of May, 1999. ASA HOLDINGS, INC. By: /s/ W.E. Barnette ------------------------- W. E. Barnette President ATTEST: /s/ Dean C. Arvidson - ----------------------- Secretary 2 EX-99.D12 3 CONTACT: Corporate Communications 404/715-2533 DELTA COMPLETES ACQUISITION OF ASA HOLDINGS ATLANTA, GA, May 11, 1999 - Delta Air Lines announced that it has today completed its acquisition of ASA Holdings, Inc. ASA Holdings owns all of the outstanding shares of Atlantic Southeast Airlines, Inc. (ASA), a Delta Connection carrier. As a result of the completion of the acquisition, ASA Holdings is now a wholly owned subsidiary of Delta and each outstanding share of ASA Holdings common stock was converted into the right to receive $34.00 per share in cash, without interest thereon. Delta also stated that instructions will be mailed shortly to former ASA Holdings shareholders with respect to the procedures to follow to receive payment for their shares. 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 5,256 flights each day to 350 cities in 58 countries. ASA is Atlanta's 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. # # # 0599/118-SEF ASACOMPL -----END PRIVACY-ENHANCED MESSAGE-----