EXHIBIT 5
LOGO of ASA HOLDINGS, INC.
February 22, 1999
To the Shareholders of ASA Holdings, Inc.:
On February 15, 1999, ASA Holdings, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Delta Air Lines,
Inc., a Delaware corporation ("Delta"), and its wholly-owned indirect subsidiary
Delta Sub, Inc., a Georgia corporation ("Purchaser"), that provides for the
acquisition of all of the common stock, par value $0.10 per share, of the
Company (the "Shares" or, individually, a "Share") by Purchaser at a price of
$34.00 per Share net to the seller in cash. Under the terms of the proposed
transaction, Purchaser has commenced a tender offer (the "Offer") for all
outstanding Shares at a price of $34.00 per Share net to the seller in cash.
The Offer is currently scheduled to expire at 12:00 midnight, Eastern Standard
Time, on March 19, 1999, unless extended.
Following the successful completion of the Offer and upon approval by the
affirmative vote of holders of a majority of the Shares, if required, Purchaser
will be merged with and into the Company (the "Merger") and all Shares not
purchased in the Offer, other than Shares held by the Company as treasury stock
or owned by Delta or any of its subsidiaries or Shares as to which appraisal
rights have been exercised will be converted into the right to receive, without
interest, an amount in cash equal to $34.00 per Share.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY AND DETERMINED THAT THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER,
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS (OTHER THAN
DELTA AND ITS AFFILIATES). THE BOARD RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS
ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND
ADOPT THE MERGER AGREEMENT.
Accompanying this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company
with the Securities and Exchange Commission. The Board of Directors of the
Company has received an opinion of Xxxxxx Xxxxxxx Xxxx Xxxxxx, financial advisor
to the Company, that, as of the date of such opinion and based on and subject to
the matters stated in such opinion, the $34.00 per Share cash consideration to
be received by holders of Shares in the Offer and the Merger is fair, from a
financial point of view, to such holders.
Please refer to the Offer to Purchase and related materials of Purchaser,
including a Letter of Transmittal sent to you under separate cover, for use in
tendering Shares. These documents set forth the terms and conditions of the
Offer and provide instructions as to how to tender your Shares.
WE URGE YOU TO READ THE ENCLOSED DOCUMENTS CAREFULLY.
The management and directors of the Company thank you for the support you
have given the Company.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman of the Board and Chief Executive Officer
