Filed On 3/5/99 ˇ SEC File 5-50903 ˇ Accession Number 891836-99-165
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
3/05/99 Asa Holdings Inc SC 14D9/A 2:22 Asa Holdings Inc 891836
Amendment to Tender-Offer Solicitation/Recommendation Statement ˇ Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9/A Amend. 2, Solicitation/Recommendation Statement 4 14K
2: EX-22 Class Action Complaint 18 51K
EX-22 ˇ Class Action Complaint
Exhibit 22
IN THE SUPERIOR COURT OF FULTON COUNTY
STATE OF GEORGIA
-------------------------------------------------- x
:
MALA NEBENZAHL and ALEX PAPPAS, on :
behalf of themselves and all others similarly : Civ. No. 1999CV05541
situated, :
:
Plaintiffs, : CLASS ACTION
: ------------
- against - : COMPLAINT
: ---------
JOHN W. BEISER, GEORGE BERRY, JEAN :
A. MORI, PARKER H. PETIT, GEORGE F. :
PICKETT, ALAN M. VOORHEES, RALPH W. :
VOORHEES, ASA HOLDINGS, INC. and :
DELTA AIR LINES CORPORATION, :
:
Defendants :
:
----------------------------------------------------x
Plaintiffs, by and through their attorneys, allege the following upon
information and belief, except as to paragraph 1, which is alleged upon personal
knowledge:
NATURE OF THE ACTION
--------------------
1. This is a stockholder's class action on behalf of the public
stockholders of ASA Holdings, Inc., ("ASA" or the Company), parent company of
Atlantic Southeast Airlines ("Atlantic"), against its directors and the
controlling shareholder of ASA in connection with the proposed acquisition of
the publicly owned shares of ASA common stock by its controlling shareholder,
defendant Delta Airlines Corporation ("Delta"), which Delta does not already
own. The action arises out of a tender offer (the "Offer" or "prepare
1
transaction") by a wholly-owned subsidiary of Delta to purchase all of the
outstanding shares not owned by Delta. The offer is being made at a price of
$34.00 per share. Following the communication of the Offer, Delta intends to
merge the remaining untendered shares into Delta, pursuant to the merger
agreement between Delta and the Company ("Merger Agreement"). Immediately prior
to the Offer, Delta beneficially owned approximately 28% of the outstanding
shares of ASA. Delta, by way of the Offer seeks beneficial ownership of at least
a majority (together with shares of Delta already owns) of ASA's outstanding
shares.
2. The Directors of ASA, as set forth below, by agreeing to recommend
acceptance of the Offer and by negotiating and accepting the Offer, are in
breach of their fiduciary duties to ASA's shareholders, in that they have not
taken all steps necessary to obtain a fair and adequate price for ASA's shares
(including an auction) and by improperly bending to the wrongful and undue
pressure brought to bear by Delta. The subsequent adoption of the Merger
Agreement is subject to, among other things, the affirmative vote of the
shareholders of the Company holding a majority of the outstanding shares. Given
that Delta already owns approximately 28%, and the Individual Directors (all of
whom have agreed to tender their shares) own an additional approximate 6%, Delta
needs only an additional 17% of ASA outstanding shares to be tendered in order
to ram through the Merger.
3. At a meeting of the Board of Directors on February 15, 1999, the
Board of Directors unanimously approved the Merger Agreement and the
transactions contemplated thereby and determined that the Merger Agreement and
the transactions
2
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 Company's Board of Directors recommends that the Company's
shareholders accept the offer, tender their shares pursuant to the offer and
approve and adopt the Merger Agreement.
4. The consideration that Delta has offered to members of the class (as
defined below) in the proposed transaction is unfair and inadequate because,
among other things, the intrinsic value of ASA's common stock is materially in
excess of the amount offered, giving due consideration to, among other things,
the Company's growth and anticipated operating results, net asset value and
profitability, the meager premium over the Company's shares' market price
immediately prior to the announcement of the Offer and the wrongful and undue
pressure brought to bear on the Company's Board of Directors by Delta.
THE PARTIES
-----------
5. Plaintiffs are and have been at all relevant times owners of shares
of the common stock of ASA.
6. (a) ASA is a Georgia corporation with its principal executive
offices at 100 Hartsfield Center Parkway, Suite 800, Atlanta, Georgia 30354. ASA
operates Atlantic, Atlanta's largest regional air carrier with service to 37
markets and offers service to 21 airports from its second hub at Dallas/Ft.
Worth, Texas. It has a fleet of 88 aircraft and 2,673 employees based in 40
cities across its route system. Since 1984, ASA has operated a "Delta
Connection" carrier. As a Delta Connection carrier, ASA, through a code share
agreement, flies customers primarily from cities in the southeastern United
States and in
3
Texas to connect with Delta's global network of flight at the airline's hubs in
Atlanta and Dallas/Ft. Worth.
(b) Under the Delta Connection program, all of the Company's flights
are promoted as part of the Delta route network in computer systems used by
travel agents and in advertising and published timetables, and all Company
flights carry the Delta designator code. Company flights are sold on Delta
ticket stock, and all revenue from Company ticket sales by travel agents are
remitted to Delta. Delta handles the Company's reservations calls. Customer
payments for tickets purchased from agents or at Delta city ticket offices for
the Company's flights are remitted to Delta. The Company and Delta split
revenues (less cost of sales) in accordance with an agreed-upon revenue
proration arrangement. Under this arrangement, the Company is paid all revenue
(less agreed expenses) for tickets sold to passengers not connecting to a
Delta-operated flight (i.e. local traffic). Revenue for passengers traveling on
a ticket with a Company flight connecting to a Delta-operated flight are
prorated between Delta and the Company.
(c) As of March 30, 1998, ASA had 29,822,877 shares of common stock
outstanding, held by hundreds of shareholders of record. ASA's common stock is
listed and traded on NASDAQ.
7. (a) Defendant Delta is a Delaware corporation with its principal
executive offices located at Hartsfield Atlanta International Airport, 1030
Delta Boulevard, Atlanta, Georgia 30320.
4
(b) Immediately prior to the Offer, Delta was the owner of 7,995,000
shares of ASA common stock, or approximately 28% of the outstanding shares.
Pursuant to agreement, Delta has the right to designate two members of ASA's
Board of Directors but has not done so since March 27, 1997. In addition, Delta
has numerous interlocking business arrangements with ASA and/or Atlantic and
controls and dominates ASA's affairs. Furthermore, Delta's ability to replace
Atlantic with another connection carrier gave Delta a virtual stranglehold over
the business earnings and public stock price of ASA's outstanding shares. Delta,
therefore, is a controlling shareholder and owes fiduciary obligations of good
faith, candor, loyalty and fair dealing to the public shareholders of ASA.
8. (a) Defendants Beiser, Berry, Mori, Petit, Pickett, Alan M.
Voorhees, and Ralph W. Voorhees constitute the Board of Directors of ASA
(collectively, the "Individual Defendants").
(b) In addition, at all relevant times, defendant Pickett served as
Chief Executive Officer and Chairman of the Board of the Company and President
and Chief Executive Officer of ASA and Atlantic.
(c) Defendant Pickett owns approximately 2.8% of ASA's outstanding
common stock, defendant Beiser owns approximately 1.7% of ASA's common stock;
and all the Individual Defendants collectively own approximately 6% of ASA's
common stock.
(d) Defendants Ralph W. Voorhees and Alan M. Voorhees are brothers.
Defendant Beiser is the brother-in-law of Ralph W. Voorhees.
5
9. Each Individual Defendant and ASA owed and owes ASA and its public
stockholders fiduciary obligations and were and are required: to use their
ability to control and manage ASA in a fair, just and equitable manner; to act
in furtherance of the best interests of ASA and its public stockholders,
including, but not limited to, obtaining a fair and adequate price for ASA's
shares; to refrain from abusing their positions of control; and not to favor
their own interests at the expense of ASA public stockholders.
CLASS ACTION ALLEGATIONS
------------------------
10. Plaintiffs bring this action on behalf of themselves and as a class
action, pursuant to O.C.G.A. Section 9-11-23, on behalf of all public
stockholders of ASA, and their successors in interest, who are or will be
threatened with injury arising from defendants' actions as more fully described
herein (the "Class"). Excluded from the Class are defendants herein and any
person, firm, trust, corporation, or other entity related to or affiliated with
any of the defendants.
11. This action is properly maintainable as a class action because:
(a) The Class is so numerous that joinder of all members is
impracticable. There are approximately 29 million shares of ASA common stock
outstanding, held by hundreds, if not thousands, of record and beneficial
stockholders.
(b) There are questions of law and fact that are common to the Class
and that predominate over questions affecting any individual Class member. The
common questions include, inter alia, the following:
6
(i) Whether defendants have engaged in and are continuing to engage in
conduct that unfairly benefits Delta at the expense of the members of the Class;
(ii) Whether the Individual Defendants, as officers and/or directors of
the Company, are violating their fiduciary duties to plaintiffs and the other
members of the Class;
(iii) Whether plaintiffs and the other members of the Class would be
irreparably damaged were defendants not enjoined from the conduct described
herein;
(iv) Whether defendants have initiated and timed their buy-out of ASA
public shares at a point when ASA has made significant progress in correcting
certain problems, in order to unfairly benefit Delta at the expense of ASA's
public shareholders; and
(v) whether the Individual Defendants have breached and are in breach
of their fiduciary duties of full faith and candor to ASA's shareholders.
(c) Plaintiffs' claims are typical of the claims of the other members
of the Class in that all members of the Class will be damaged alike from
defendants' actions.
(d) Plaintiffs are committed to the prosecution of this action and have
retained competent counsel experienced in litigation of this nature.
Accordingly, plaintiffs are adequate representatives of the Class and will
fairly and adequately protect the interests of the Class.
7
SUBSTANTIVE ALLEGATIONS
-----------------------
12. According to the Form 14D-9 filed on or about February 22, 1999 by
the Company:
In late 1997, Delta raised with the Company certain
concerns about various customer service issues. These
customer service issues were, in part, attributable to
significant attrition among the Company's mechanics and
the difficulties associated with negotiating a new
collective bargaining agreement with the Company's pilots
union. Discussions were held throughout the spring of
1998 between the Company and Delta regarding various
customer service issues. On July 21, 1998, Maurice W.
Worth, Chief Operating Officer of Delta, met with Mr.
Beiser to discuss Delta's concerns about the Company's
service. Mr. Worth informed Mr. Beiser that if service
did not improve significantly within the next 45 days,
Delta would need to reevaluate its alternatives for Delta
connection service on certain routes. On July 27, 1998,
Mr. Worth and Leo F. Mullin, President and Chief
Executive Officer of Delta, met with Mr. Beiser and
George F. Pickett, Chairman and Chief Executive Officer
of the Company, to continue discussions regarding the
need for improvements in the Company's service. On
September 8, 1998, Mr. Worth wrote to Mr. Beiser,
acknowledging the Company's significant progress in
addressing its service problems and noting that Delta
looked forward to continued improvement by the Company.
In July and September 1998, the Company's management
indicated to Delta that they were interested in expanding
the Company's connecting operations into several new
markets. Although Delta noted that the Company had been
making progress in improving customer service levels,
Delta nonetheless rejected expansion into these new
markets in large part on the basis of its continued
concerns over the Company's service. During regular
meetings between Delta and the Company's representatives
over the course of the fourth quarter of 1998, Delta
noted the Company's progress in addressing certain
service issues, but also continued to express concern
about a number of other service issues.
8
On January 18, 1999, Mr. LaBrecque wrote to Mr. Beiser,
reiterating Delta's concerns about the Company's customer
service and the appropriate sharing of costs between the
two carriers, as well as certain other issues. On January
20, [less than a month prior to entering into the
definitive agreement in connection with the offer] 1999,
Mr. Worth met with Messrs. Beiser and Pickett to discuss
the subjects covered in Mr. LaBrecque's January 18
letter. At that meeting, Mr. Worth repeated Delta's
concerns about the Company's customer service. He said
that, as a result, Delta was considering providing
another Delta Connection carrier with code sharing
opportunities on certain Atlanta routes. He also stated
that Delta considered the existing revenue allocation
arrangement between Delta and the Company to be
inequitable to Delta, and believed that it needed
revisiting. Messrs. Pickett and Beiser acknowledged that
the Company had experienced service problems in the first
half of 1998, but reminded Mr. Worth of the significant
progress that the Company had made since agreeing to a
new collective bargaining agreement with its pilot's
union in July 1998. Mr. Worth acknowledged this, but
noted that there were still significant ongoing service
concerns that needed to be addressed. The parties agreed
to meet in the near future to further discuss these
matters and to establish a more specific agenda for
renegotiating the companies' commercial arrangements.
On January 25, 1999, Mr. Beiser called Mr. Worth to ask
whether Delta was still considering bringing another
Delta Connection carrier into the Atlanta market. Mr.
Worth replied that no decision had yet been made on that
issue. Later that day, the Company delivered to Delta Mr.
Beiser's written response to Mr. LaBrecque's January 18
letter. In his response, Mr. Beiser clarified the
Company's position with respect to the concerns
identified by Mr. LaBrecque, in particular by stressing
the significant improvements in service achieved by the
Company in the second half of 1998. Mr. Beiser reiterated
the Company's desire to meet with Delta to work out
satisfactory solutions to all issues.
***
9
On February 11, 1999, Goldman, Sachs [Delta's financial
advisor] and Morgan Stanley [ASA's financial advisor] had
a discussion in which Morgan Stanley indicated that it
thought that premiums historically received in the sale
of public companies were a relevant consideration in any
valuation of an acquisition transaction. Goldman, Sachs
responded that Delta was still considering the
feasibility of an acquisition and that it was premature
to discuss Delta's estimate of value ranges. Goldman
Sachs did, however, indicate that the then-current market
price of the Shares was not an appropriate measure of the
future value of the Company, taking into account the fact
that the marketing arrangements between Delta and the
Company were being renegotiated, Goldman, Sachs confirmed
its understanding that, in the discussions between Delta
and the Company, Delta had told the Company that in the
past, in light of Delta's concerns over the Company's
service, Delta had considered the possibility of having
other regional carriers provide connecting service at
Delta's Atlanta hub. Goldman, Sachs also reiterated
Delta's willingness to continue discussions to determine
whether a satisfactory agreement could be reached to
modify the companies' existing commercial arrangements.
Later that day, Goldman, Sachs indicated in a call with
Morgan Stanley that if the parties were to proceed with
the acquisition alternative, Delta's current valuation
work suggested that any acquisition would have to be
somewhere in the general vicinity of the then-current
market price of the Shares.
Also on February 11, 1999, Mr. Worth met with Messrs.
Pickett and Beiser to discuss the treatment of the
Company's management and employees if the acquisition
alternative were to be pursued. Later that day,
representatives of Delta and the Company once again met
to continue their discussions concerning the
renegotiation of their existing marketing arrangements.
The Company's representatives asserted that Delta was
using an incorrect methodology for evaluating revenue
allocation between the carriers. Delta stated that
sampling differences could lead to different conclusions.
The Delta representatives noted that, irrespective of the
methodologies employed, Delta had to consider the fact
that it could enter into arrangements with other carriers
to serve
10
the Atlanta market on a basis more favorable to Delta
than the current arrangements with the Company. The Delta
representatives further observed that, if the Company
were to remain competitive, the revenue alloca- cation
between the Company and Delta would have to be modified.
The Delta representatives acknowledged that, as a result
of such modification, the Company would probably
experience reduced revenues aggregating $40 million to
$50 million per year.
***
At a meeting held on the afternoon of February 15, 1999,
in Atlanta, Georgia, the Board gave further consideration
to the proposed transaction. Among other things,
management reported on the substantial negative impact
that the Delta proposals for renegotiating the Company's
marketing arrangement with Delta would have on the future
financial performance of the Company. . .
***
In reaching its conclusions with respect to the Offer and
the Merger Agreement, the Board considered a number of
factors, including the following:
(1) The familiarity of the Board with the financial
condition, results of operations, business and prospects
of the Company (as reflected in the Company's historical
and projected financial information), current economic
and market conditions generally and in the airline
industry specifically;
(2) That the Company's financial condition, results of
operations, business and prospects were substantially
dependent on the Company's relationship with Delta and
the Company's role as a Delta Connection carrier and that
the Delta Connection Agreement was terminable by Delta
upon 30 days' notice;
(3) That Delta had advised the Company that it was
dissatisfied with the Company's performance and service
levels;
(4) That based upon discussions between Delta and the
Company's management with respect to revenue reallocation
and cost sharing arrangements proposed by Delta as part
of
11
the negotiation for renewing the Delta Connection
Agreement with the Company would, in management's view,
be likely to reduce the Company's net income
approximately $21 million in 1999 and approximately
$45-$55 million in each year thereafter from the net
income of the Company previously projected by management,
and that management did not believe it could negotiate
terms that would be materially more favorable to the
Company;
(5) That Delta had proposed other changes to its
commercial relationship with the Company, the effect of
which management could not readily quantify at the time
but which management believed would adversely affect
further the future financial performance of the Company,
including Delta's proposals to impose upon the Company
new charges for the payment of overrides to travel
agents' commissions to specify markets into which the
Company's regional jets would be deployed, and to impose
fees for passengers not connecting with Delta flights and
service performance penalties;
(6) THAT THE $34.00 PER SHARE IN CASH TO BE PAID IN THE
OFFER AND THE MERGER WOULD REPRESENT A SIGNIFICANT
PREMIUM TO THE PRICE AT WHICH THE SHARES WOULD LIKELY
TRADE ONCE THE ANTICIPATED RENEGOTIATED DELTA CONNECTION
AGREEMENT PROVISIONS BECAME EFFECTIVE AND PUBLICLY KNOWN;
(7) That the Company's relationship with Delta within the
Southeastern United States was not exclusive and that
Delta could at any time bring in other Delta Connection
carriers into markets served by the Company;
(8) That Delta had rejected recent proposals for the
Company to introduce service into new markets as a Delta
Connection carrier, using Delta's designator code, which
severely restricted the Company's ability to expand its
operations on a profitable basis ...
(emphasis added).
13. The description of events leading up to the definitive agreement
makes it clear that Delta, ASA's largest shareholder, wrongfully used its
superior position and control to bring to bear pressure on the Company's Board
of Directors and that the Individual
12
Directors, in breach of their fiduciary duties, caved in to such pressure and
caused the Company to enter into the definitive agreement, to the detriment of
the plaintiffs and the class. Included in that undue and wrongful pressure were
Goldman, Sachs' statements to Morgan Stanley set forth in Paragraph 12. Upon
information and belief, Goldman Sachs was either given said information by Delta
and/or was requested by Delta to pass on that information through statements to
Morgan Stanley and part of Delta's wrongful and concerted effort to unfairly
pressure ASA and the Individual Defendants into agreeing to enter into the
adequate Offer and Merger Agreement.
14. On or about February 16, 1999, ASA announced that it had signed a
definitive agreement with Delta whereby a newly formed, wholly-owned subsidiary
of Delta shortly will commence a tender offer to acquire all of the outstanding
shares of ASA that it does not already own at a price of $34.00 per share, for
an aggregate of about $700 million (the "tender offer"), or a premium over
market price of just 6%.
15. As recently as July 1998, the market price of ASA common stock was
$51 per share. The tender offer price amounts to just 12.8 times forecast
earnings. By comparison, Comair and Skywest, Delta's two other connection
carriers trade at 16.6 and 15.5 times earnings, respectively. The Proposed
Transaction represents an inadequate premium over the market price of ASA common
stock on February 12, 1999.
16. According to ASA, the completion of the tender offer depends, among
other things, upon the valid tendering of shares which, together with the shares
Delta already
13
owns, represent at least a majority of the outstanding shares on a fully diluted
basis. When the tender offer is completed, Delta intends to operate ASA as a
wholly-owned subsidiary.
17. Defendant Pickett stated:
ASA Holdings Board of Directors fully supports this
agreement, which serves the best interest of our
shareholders. The Board has recommended that its
stockholders tender their shares pursuant to the offer.
This transaction is a good alternative for our
shareholders given all the facts and circumstances taken
into consideration by the Board. The likely results of
these negotiations were taken into consideration by the
Board. The agreement also serves the best interest of our
customers, employees and the communities we serve. It
will enhance ASA's long-term growth potential by aligning
ASA with Delta's global network, operational and business
skills and financial strength.
18. According to Delta:
Its acquisition of ASA will enhance service for airline
customers and for communities served by ASA through
closer integration of schedules and improved operations.
Furthermore, the acquisition will improve Delta's
financial performance.
Revenue gains are expected to come from more efficient
operations, market growth, better utilization of aircraft
at both airlines, and improved business functions. Delta
expects the transaction to be accretive to earnings in
the first year of operations.
19. Any transaction to acquire the Company at the price being
considered does not represent the true value of the Company and is unfair and
inadequate. As recently as July 1998, the Company's shares traded at values far
exceeding the price offered in the Proposed Transaction.
14
20. The price that Delta has offered has been dictated by Delta to
serve its own interests and is being crammed down by Delta to force ASA's public
shareholders to relinquish their ASA shares at a grossly unfair price.
21. Delta, by reason of its approximate 28% ownership of ASA's
outstanding shares and its business arrangements with ASA (including its
connection carrier agreement) is in a position to ensure effectuation of the
transaction without regard to its fairness to ASA's public shareholders.
22. Because Delta is in possession of proprietary corporate information
concerning ASA's future financial prospects, the degree of knowledge and
economic power between Delta and the class members is unequal, making it grossly
and inherently unfair for Delta to obtain the remaining ASA shares at the unfair
and inadequate price that it has proposed.
23. By offering a grossly inadequate price for ASA's shares and by
using its control as a means to force the consummation of the transaction, Delta
is violating its duties as a controlling shareholder.
24. Any purported review of the transaction by a special committee of
"independent directors" would be a sham given Delta's domination and control of
the Company.
25. Any vote by ASA's shareholders would be a sham given Delta's
domination and control of the Company.
15
26. Any buy-out of ASA public shareholders by Delta on the terms
offered, will deny class members their right to share proportionately and
equitably in the true value of ASA's valuable and profitable business and
further growth in profits and earnings, at a time when the Company is poised to
increase its profitability and has admittedly made great strides in addressing
and correcting certain problems.
27. Because Delta is a controlling shareholder of ASA, no auction or
market check can be effected to establish ASA's worth through arm's-length
bargaining. Thus, Delta has the power and is exercising its power to acquire
ASA's shares and dictate terms that are in Delta's best interest, without
competing bids and regardless of the wishes or best interests of the class
members or the intrinsic value of ASA's stock.
28. By reason of the foregoing, defendants have breached and will
continue to breach their duties to the public shareholders of ASA and are
engaging in improper, unfair dealing and wrongful and coercive conduct.
29. Plaintiffs and the Class will suffer irreparable harm unless
defendants are enjoined from breaching their fiduciary duties and from carrying
out the aforesaid plan and scheme.
30. Plaintiffs and the other class members are immediately threatened
by the acts and transactions complained of herein and lack an adequate remedy at
law.
16
WHEREFORE, plaintiffs demand judgment and preliminary and permanent
relief, including injunctive relief, in their favor and in favor of the Class
and against defendants as follows:
A. Declaring that this action is properly maintainable as a class
action, and certifying plaintiffs as class representatives;
B. Enjoining the proposed transaction and, if the transaction is
consummated, rescinding the transaction;
C. Awarding plaintiffs and the Class compensatory damages and/or
rescissory damages;
D. Awarding plaintiffs the costs and disbursements of this action,
including a reasonable allowance for plaintiffs' attorneys' and experts' fees;
and
E. Granting such other, and further relief as this Court may deem to be
just and proper.
Dated: February 24, 1999
-----------------------------------
Martin D. Chitwood
Georgia Bar No. 124950
Christi C. Mobley
Georgia Bar No. 107869
David A. Bain
Georgia Bar No. 032449
CHITWOOD & HARLEY
2900 Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 873-3900
17
LOCAL COUNSEL FOR PLAINTIFFS
OF COUNSEL:
Joseph H. Weiss
WEISS & YOURMAN
551 Fifth Avenue
Suite 1600
New York, New York 10176
(212) 682-3025
Jules Brody
STULL STULL & BRODY
6 East 45th Street
New York, New York 10017
(212) 687-7230
18
Dates Referenced Herein and Documents Incorporated By Reference
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