<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 1997

[ ]      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

                         Commission file number 0-29558

                               ASA HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

         GEORGIA                                                 58-2258221
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         100 HARTSFIELD CENTRE PARKWAY SUITE 800, ATLANTA, GEORGIA 30354
            (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (404) 766-1400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK $0.10 PAR VALUE
                                (Title of class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
<PAGE>   2
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of March 2, 1998, the aggregate market value of voting stock held by
non-affiliates of the Registrant, based on the $40.125 closing sales price of
such stock on The Nasdaq Stock Market's National Market on that date, was
approximately $834,825,061.

         As of March 2, 1998, the Registrant had 29,953,977 shares of Common
Stock outstanding.

                       Documents Incorporated by Reference

         Portions of the Registrant's Proxy Statement to be used in connection
with the solicitation of proxies for the Registrant's 1998 annual meeting of
shareholders are incorporated by reference into Part III of this Report.

         Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997 are incorporated by reference into Part II and Part IV
of this Report.






                                      -2-
<PAGE>   3
                                     PART I

ITEM 1.           BUSINESS

             Cautionary Notice Regarding Forward-Looking Statements

         Certain of the statements made in this Report and in documents
incorporated by reference herein, including matters discussed under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," as well as oral statements made by the Company or its officers,
directors or employees, may constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"). The words "expect," "anticipate," "intend,"
"plan," "believe," "seek," "estimate" and similar expressions are intended to
identify such forward-looking statements; however, this Report also contains
other forward-looking statements in addition to historical information. Such
forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to differ materially from
historical results or from any results expressed or implied by such
forward-looking statements. Such factors include, without limitation, those
discussed in "Business--Factors Affecting Future Performance" herein. Many of
such factors are beyond the Company's ability to control or predict, and readers
are cautioned not to put undue reliance on such forward-looking statements. The
Company disclaims any obligation to update or revise any forward-looking
statements contained in this Report, whether as a result of new information,
future events or otherwise.

General

         ASA Holdings, Inc. ("ASA HOLDINGS") is a corporation existing under the
laws of the State of Georgia. Its principal offices are located at 100
Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354 and its telephone
number is (404) 766-1400.

         ASA Holdings is a holding company the principal assets of which are the
shares of its wholly owned subsidiaries Atlantic Southeast Airlines, Inc., a
Georgia corporation ("ASA"), and ASA Investments, Inc., a Delaware corporation
("ASA INVESTMENTS"). ASA Holdings considers the airline business of ASA to be
its only industry segment. All references herein to the "COMPANY" shall refer
collectively to ASA Holdings, ASA and ASA Investments.

         ASA Holdings became the parent holding company for ASA and ASA
Investments pursuant to a corporate reorganization that was effective after the
close of business on December 31, 1996 (the "REORGANIZATION"). Pursuant to the
Reorganization, ASA merged with a wholly owned subsidiary of ASA Holdings (the
"MERGER"). Prior to the Merger, ASA Holdings was a wholly owned subsidiary of
ASA. Pursuant to the Merger, each issued and outstanding share of ASA's common
stock, $0.10 par value per share ("ASA COMMON STOCK"), was automatically
converted into one share of ASA Holdings' common stock, $0.10 par value per
share ("HOLDINGS COMMON STOCK"), except for shares of ASA Common Stock then held
by ASA as treasury shares, which were canceled as part of the Merger.
Immediately after the consummation of the Merger, on December 31, 1996, ASA
effected a dividend of all the capital stock of ASA's wholly owned subsidiary,
ASA Investments, to ASA Holdings.
<PAGE>   4
         ASA is a certificated air carrier providing regularly scheduled, high
frequency airline service between (i) Hartsfield Atlanta International Airport
in Atlanta, Georgia (the "ATLANTA HUB") and 38 other airports in Alabama,
Florida, Georgia, Indiana, Kentucky, Louisiana, Michigan, Mississippi, New York,
North Carolina, Ohio, South Carolina, Tennessee, Virginia and West Virginia and
(ii) Dallas/Fort Worth International Airport in Dallas, Texas (the "DALLAS/FORT
WORTH HUB") and 21 other airports in Arkansas, Kansas, Louisiana, Mississippi,
Oklahoma and Texas. ASA is the largest regional carrier serving Hartsfield
Atlanta International Airport with more flights per week than any other regional
carrier. ASA currently operates approximately 3,900 flights per week. A majority
of ASA's flights are utilized primarily by business, government and military
passengers to make connections with flights operated by Delta Air Lines, Inc.
("DELTA") and other air carriers from the Atlanta and Dallas/Fort Worth hubs.

         As of March 3, 1998, ASA's operating fleet consisted of 75 turboprop
airplanes, 12 of which seat 66 passengers and the remaining 63 of which seat 30
passengers, and 8 jets that seat 50 passengers each. On April 21, 1997, ASA
announced that it had executed an acquisition agreement for 30 jets that seat 50
passengers each. See "FLIGHT EQUIPMENT."

         The sole business of ASA Investments is to manage certain cash assets
contributed to it by ASA Holdings and its other subsidiaries.

Delta Connection

         Since 1984, ASA has operated from the Atlanta and Dallas/Fort Worth
hubs as a "Delta Connection" carrier pursuant to a marketing agreement (the
"DELTA CONNECTION AGREEMENT") with Delta. As a Delta Connection carrier, ASA's
flights are shown under Delta's two letter code designation (DL) in the
automated airline reservation systems used throughout the industry and in the
Official Airline Guide. ASA is assigned a series of distinctive Delta flight
numbers that travel agents and airline reservation personnel are able to
distinguish as those operated as a Delta Connection carrier. Passengers served
by Delta Connection carriers are able to take advantage of the cost savings
inherent in joint fares and are offered Delta frequent flyer mileage and a full
range of promotional fares provided by Delta and ASA. In addition, ASA is able
to offer its passengers coordinated schedules for timely connections with Delta
flights. See "FARES" and "MARKETING."

         Approximately 84% of ASA's passengers during fiscal 1997 connected with
or from Delta flights at the Atlanta or the Dallas/Fort Worth hubs. See "ROUTE
SYSTEM."

         ASA believes that its marketing agreement with Delta is similar to
those that exist between Delta and other Delta Connection Carriers and in
substance to those that exist between other major and regional air carriers. The
Delta Connection Agreement has been in effect since 1984 and may be terminated
by either party by giving no less than 30-days' advance written notice. ASA
believes that its relationship with Delta is good and does not anticipate any
termination of the Delta Connection Agreement. Given ASA's relationship with
Delta, ASA's results of operations and financial condition may be favorably or
adversely impacted by Delta's decisions regarding its flight routes and other
operational matters. ASA historically has


                                      -2-
<PAGE>   5
benefited from its relationship with Delta, but there can be no assurance that
such benefits will occur in the future. Any material modification of this
relationship with Delta could have a material adverse effect on ASA and ASA
Holdings.

         As of March 3, 1998, Delta Air Lines Holdings, Inc., a wholly owned
subsidiary of Delta ("DELTA Holdings"), owned approximately 27% of the
outstanding Holdings Common Stock. Pursuant to the terms of a Stock Agreement
among Delta, Delta Holdings, ASA Holdings and ASA dated as of March 17, 1997,
(the "STOCK AGREEMENT"), (a) at Delta's request, ASA Holdings will include at
least two designees of Delta or Delta Holdings who are reasonably acceptable to
ASA Holdings on the slate of nominees for election as members of ASA Holdings'
Board of Directors and (b) ASA Holdings will use its reasonable best efforts to
assure that the designated individuals are elected to ASA Holdings' Board of
Directors so long as Delta or Delta Holdings continue to own at least 10% of the
outstanding Holdings Common Stock. Prior to the Reorganization, Delta had rights
substantially similar to those which it has under the Stock Agreement pursuant
to a written agreement with ASA.

Route System

         As of March 3, 1998, ASA's route system included service between the
Atlanta hub and 38 other airports in Alabama, Florida, Georgia, Indiana,
Kentucky, Louisiana, Michigan, Mississippi, New York, North Carolina, Ohio,
South Carolina, Tennessee, Virginia and West Virginia. ASA also operates a
similar hub and spoke operation in Dallas/Fort Worth. As of March 3, 1998, ASA
provided service from the Dallas/Fort Worth hub to 21 airports in Arkansas,
Kansas, Louisiana, Mississippi, Oklahoma and Texas. For information regarding
ASA's operating fleet, see "FLIGHT EQUIPMENT."

         ASA's flight schedules are structured to facilitate the connection of
its passengers with Delta's flights at the Atlanta and Dallas/Fort Worth hubs.
Approximately 84% of ASA's passengers connected with or from Delta flights at
the Atlanta or Dallas/Fort Worth hubs. See "DELTA CONNECTION."

         The following tables describe ASA's route system as of March 3, 1998:

                                   ATLANTA HUB

<TABLE>
<CAPTION>
                                         Air Mileage              Date Service
               Airport Served         From Atlanta Hub              Commenced
         -----------------------------------------------------------------------
         <S>                          <C>                         <C>
         Albany, GA                          146                       8/1/82
         Alexandria, LA                      500                      12/1/95
         Asheville, NC                       164                       8/1/82
         Augusta, GA                         143                      4/24/83
         Brunswick, GA                       238                       6/1/81
         Charleston, WV                      363                       2/1/86
</TABLE>


                                      -3-
<PAGE>   6
                                  ATLANTA HUB

<TABLE>
<CAPTION>
                                         Air Mileage              Date Service
               Airport Served         From Atlanta Hub              Commenced
         -----------------------------------------------------------------------
         <S>                          <C>                         <C>
         Charlotte, NC                       227                       4/1/91
         Chattanooga, TN                     106                       6/1/91
         Cleveland, OH                       554                      11/1/97
         Columbus, GA                         83                      6/27/79
         Columbus, MS                        241                     12/15/84
         Detroit, MI                         594                      12/1/97
         Dothan, AL                          171                     10/31/82
         Evansville, IN                      350                       6/1/89
         Fayetteville, NC                    331                      11/1/85
         Florence, SC                        273                      9/11/92
         Fort Walton Beach, FL               250                     11/15/82
         Gainesville, FL                     300                      10/1/85
         Greensboro/High-Point/
           Winston-Salem, NC                 306                       6/1/91
         Greenville/Spartanburg, SC          153                      4/25/82
         Gulfport/Biloxi, MS                 352                       3/2/91
         Jackson, MS                         341                       4/4/93
         Jacksonville, NC                    399                     12/15/92
         Lafayette, LA                       503                      12/1/95
         Lexington, KY                       303                     12/15/90
         Louisville, KY                      321                       4/4/93
         Lynchburg, VA                       389                       7/1/94
         Macon, GA                            79                      3/20/80
         Meridian, MS                        267                      11/1/84
         Montgomery, AL                      147                       6/1/82
         Myrtle Beach, SC                    317                       9/1/86
         New York, NY - JFK*
           Cleveland, OH                     425                      11/1/97
           Detroit, MI                       508                      12/1/97
         Panama City, FL                     247                       3/1/84
         Pensacola, FL                       272                       4/1/91
         Roanoke, VA                         357                     12/15/85
         Tallahassee, FL                     223                     12/15/85
         Tri-Cities, TN                      227                     10/31/82
         Valdosta, GA                        208                       9/9/81
         Wilmington, NC                      377                      9/17/90
</TABLE>

--------------------

* New York is served from the Cleveland and Detroit airports.


                                      -4-
<PAGE>   7
                              DALLAS/FORT WORTH HUB

<TABLE>
<CAPTION>
                                         Air Mileage              Date Service
               Airport Served         From Atlanta Hub              Commenced
         -----------------------------------------------------------------------
         <S>                          <C>                         <C>
         Alexandria, LA                      285                      10/1/87
         Amarillo, TX                        313                       7/1/93
         Beaumont/Port Arthur, TX            270                       2/1/87
         Columbus, MS                        491                      12/1/95
         Corpus Christi, TX                  354                       6/1/93
         Fayetteville, AR                    270                     12/15/86
         Fort Smith, AR                      227                     12/15/86
         Houston, TX (Intercontinental)      224                      10/1/93
         Houston, TX (Hobby)                 247                       5/1/94
         Killeen, TX                         130                       5/1/87
         Lafayette, LA                       351                     12/15/87
         Lawton, OK                          140                       2/1/87
         Lubbock, TX                         282                       7/1/93
         Meridian, MS                        485                      12/1/95
         Oklahoma City, OK                   175                       7/1/93
         San Antonio, TX                     247                      10/1/93
         Shreveport, LA                      190                      12/1/95
         Texarkana, AR                       181                     12/15/86
         Tulsa, OK                           237                       6/1/93
         Wichita, KS                         328                       7/1/93
         Wichita Falls, TX                   113                     12/15/86
</TABLE>

         ASA provides service on all of its routes every weekday with reduced
service on weekends.

Fares

         ASA derives its revenues primarily from local fares and through fares.
Local fares are those fares for one way and round trips that are not combined
with the fare of another air carrier. Through fares are fares for transportation
provided jointly by ASA and another carrier.

         Revenues derived from through fares are distributed among the
participating air carriers using various proration formulas. The most widely
used method of settlement involves a straight rate prorate division, unless the
carriers enter into agreements using variations to this proration formula. The
various pricing structures generally are presented in the Airline Tariff
Publishing Company's electronic tariff, Passenger Interline Pricing Prorate
System (PIPPS).

         ASA operates as a Delta Connection carrier pursuant to a marketing
program with Delta. See "DELTA CONNECTION." In addition to the Delta Connection
Agreement, ASA is a party to


                                      -5-
<PAGE>   8
interline passenger, reservation, ticketing and baggage agreements with each of
the other major air carriers with which ASA transacts any significant amount of
business. These agreements permit each carrier to reserve seats and sell tickets
for flights on the other contracting carrier, provide that each carrier will
honor ticket forms of the other carriers and provide for an interline baggage
exchange system at airport terminals.

         Air carriers are permitted to set domestic ticket prices without
governmental regulation. SEE "REGULATION." As a result, the industry generally
is subject to substantial price competition. See "COMPETITION AND INDUSTRY
CONSIDERATIONS."

         The aviation trust fund tax, a 10% federal excise tax on tickets sold,
expired effective January 1, 1996, was reinstated effective August 27, 1996,
expired again effective January 1, 1997, and was reinstated again effective
March 7, 1997 through September 30, 1997. Congress recently passed legislation
reimposing and significantly modifying the ticket tax. The legislation includes
the imposition of new excise tax and segment fee tax formulas to be phased in
over several years, an increase in the international departures tax, the
imposition of a new arrivals tax, and the extension of the ticket tax to cover
items such as frequent flyer miles. In addition, legislation that was effective
in 1992 allows public airports to impose passenger facility charges of up to
$3.00 per departing or connecting passenger. Price competition may have an
impact on ASA's ability to pass these charges on to its customers. See
"COMPETITION AND INDUSTRY CONSIDERATIONS."

Flight Equipment

         As of March 3, 1998, ASA's operating fleet consisted of 75 turboprop
airplanes, 12 of which seat 66 passengers and the remaining 63 of which seat 30
passengers, and 8 jets which seat 50 passengers each. The age of this fleet
ranged from less than one year to 13 years. The following table describes ASA's
current operating fleet as of March 3, 1998:

<TABLE>
<CAPTION>
                                 Number of           Number of
      Aircraft Type            Aircraft Owned     Aircraft Leased    Average Age
----------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>
ATR-72 Turboprop                     4                    8           4.4 years
(66 passenger capacity)

Embraer Brasilia Turboprop          59                    4           8.9 years
(EMB-120)
(30 passenger capacity)

Canadair Regional Jet               --                    8            .3 years
(50 passenger capacity)
</TABLE>

         ASA's Embraer Brasilia EMB-120 turboprop aircraft ("BRASILIAS") operate
on mainly medium to long-haul routes from the Atlanta and Dallas/Fort Worth
hubs. ASA's Brasilias are very fuel efficient and, because of their operating
economy, can provide high frequency service


                                      -6-
<PAGE>   9
in markets with relatively low volumes of passenger traffic. These aircraft are
powered by two Pratt & Whitney turboprop engines and accommodate 30 passengers.
ASA leases four of the Brasilias pursuant to operating leases. Two leases expire
in December 1998, one will expire in June 1999 and one will expire in December
1999.

         As of March 3, 1998, ASA operated 12 ATR-72 turboprop aircraft ("ATRS")
from the Atlanta hub. ASA initially used the ATRs to replace smaller aircraft in
order to increase capacity in existing markets and more recently has used the
ATRs to replace its BAe Jets discussed below. The ATRs are 66-passenger
aircraft, powered by two Pratt & Whitney turboprop engines, and are built by
Avions de Transport Regional, a joint enterprise involving Alenia-Aeritalia &
Selenia S.P.A., an Italian aircraft manufacturer, and Aerospatiale Societe
Nationale Industrielle, a French aircraft manufacturer. ASA leases eight ATRs
pursuant to a lease with a seven-year term expiring in June 2002. ASA also owns
four ATRs, the majority of the purchase price of which was provided by bank
financing. ASA has an option to acquire 16 additional ATRs.

         In 1997, ASA operated five British Aerospace BAe 146-200 jets ("BAE
JETS") and elected to exercise its option for the early return of all of the BAe
Jets to the lessor. By the end of the first quarter of 1998, all five BAe Jets
had been removed from operation and returned to the lessor.

         On April 21, 1997, ASA announced that it had executed an acquisition
agreement with Bombardier, Inc. for 30 Canadair Regional Jet aircraft ("CRJs")
with options to acquire an additional 60 aircraft. ASA took delivery of its
first five 50-passenger CRJ aircraft in the second half of 1997 and an
additional three CRJs during the first quarter of 1998 through operating leases
with a 16.5 year term. Future deliveries of the remaining 22 CRJs are
anticipated to be one aircraft per month thereafter. ASA obtained a commitment
from the Export Development Corporation (EDC) of Canada to provide financing to
ASA for up to approximately 85% of the purchase price of the CRJs. ASA estimates
that the aggregate cost of the first 30 CRJs, including spare parts, will be
approximately $600 million. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--LIQUIDITY AND CAPITAL RESOURCES."
ASA plans to use the new CRJs for growth in new long-haul markets as well as to
replace some turboprop aircraft on existing routes from its Atlanta hub. The
CRJs are more effective than the BAe Jets over long-haul routes because the CRJs
are faster.

         As of December 31, 1997, ASA had pledged 36 of the Brasilias it owns
and all four of the ATRs it owns, as well as a significant portion of its spare
parts, to secure long-term indebtedness of ASA.

Personnel and Operations

         ASA's employees perform a substantial portion of ASA's operations,
including ticketing, maintenance, ground and in-flight service and training.
Substantially all the maintenance and repairs on ASA's aircraft (except for
major engine, propeller and component overhauls as well as major airframe
checks) are performed by ASA's maintenance personnel. As of March 3, 1998, ASA
had approximately 2,504 employees, of which 1,119 were flight personnel, 993
were


                                      -7-
<PAGE>   10
ground service personnel, 271 were maintenance personnel and the remainder were
management, supervisory and clerical employees. As of March 3, 1998, ASA
Holdings had three employees, all of whom provide management services for ASA
Holdings' subsidiaries, and ASA Investments had two employees, both of whom were
management employees.

         Approximately 27% of ASA's workforce are members of unions representing
pilots and flight attendants. In September 1988, ASA's flight attendants voted
to be represented by the Association of Flight Attendants ("AFA").  In  June
1991, ASA and AFA entered into an initial collective bargaining agreement which
became amendable in 1994.  In  June 1994, ASA and AFA executed a letter of
agreement that extended the amendable date of the initial collective bargaining
agreement until June 1995.  In September 1997, following direct negotiations and
federal mediation, ASA and AFA entered into a new collective bargaining
agreement that is amendable in 2002.  In 1987, the Air Line Pilots Association
("ALPA") was certified to represent ASA's pilots.  In 1989, ASA and ALPA entered
into an initial collective bargaining agreement which was amendable in 1992.  In
October 1992, ASA and ALPA entered into a second collective bargaining agreement
that was amendable in October 1995.  In September 1995, ASA and ALPA entered
into negotiations for a new collective bargaining agreement. In 1996, ASA and
ALPA entered federal mediation with respect to those negotiations which
continued throughout 1997.  In January 1998, ASA and ALPA reached a tentative
agreement on a new 54-month collective bargaining agreement, pending
ratification of the agreement by the pilots.  In March 1998, the members of the
pilots' union voted to reject the tentative accord, and management expects
negotiations with ALPA to continue under the auspices of the National  Mediation
Board.  The existing collective bargaining agreement between ASA and ALPA will
remain in effect until a new agreement is reached and ratified or until the
procedures of the Railway Labor Act are exhausted.  See "REGULATION--LABOR
REGULATION" regarding such procedures.  There are no union affiliations with any
other groups of ASA's, ASA Holdings' or ASA Investments' employees.

         ASA operates as a Delta Connection carrier pursuant to a marketing
program with Delta. See "DELTA CONNECTION." ASA is also a party to interline
passenger, reservation, ticketing and baggage agreements with each of the other
major air carriers with which ASA transacts any significant amount of business.
See "FARES."

         In addition to carrying passengers, ASA carries mail, freight and small
packages on its flights.

Maintenance

         ASA is subject to the jurisdiction of and regulation by the FAA with
respect to ASA's maintenance and operations. See "REGULATION." ASA's aircraft
and engines are maintained in accordance with the standards and procedures
recommended and approved by the manufacturers and the FAA.

         ASA provides maintenance for its aircraft using its own personnel,
facilities and parts. ASA employs personnel with appropriate FAA Airframe and
Powerplant licenses to ensure adequate maintenance of its aircraft. ASA employs
major outside repair agencies to perform its engine overhauls, most individual
component repairs or overhauls, and major checks on aircraft.


                                      -8-
<PAGE>   11
         ASA's FAA-approved maintenance program specifies the number of days,
hours or operating cycles between inspections and overhauls of the airframes and
their component parts. The nature and extent of each inspection and overhaul is
specifically prescribed by the approved maintenance program. ASA uses an FAA
approved alternative for overhauls on each of its three engine types: Pratt &
Whitney PW118 engines on the Brasilias, Pratt & Whitney PW127 engines on the
ATRs, and General Electric CF34-3B1 engines on the CRJs. "On condition" engine
overhaul intervals are set by engine condition monitoring and continuous
airworthiness maintenance programs. In addition, all engines contain
time-limited components, each of which has a maximum amount of time (measured by
operating hours) or a maximum number of operating cycles (measured by takeoffs
and landings) after which the component must be removed from the engine assembly
and overhauled or scrapped.

         From time to time, the FAA issues airworthiness directives ("ADS") and
other regulations relating to, among other things, retirement of older aircraft,
collision avoidance systems, airborne windshear avoidance systems, noise
abatement, aircraft safety and increased inspections and maintenance procedures.
Some of these ADs require air carriers to undertake inspections and to make
unscheduled modifications and improvements on aircraft, engines and related
components and parts. The ADs sometimes cause ASA to incur substantial,
unplanned expense and, occasionally, aircraft or engines must be removed from
service prematurely in order to undergo mandated inspections or modifications on
an accelerated basis.

         Since 1988 various air carriers, in cooperation with the FAA, have been
engaged in an in-depth review of the adequacy of existing maintenance procedures
applicable to older versions of most of the aircraft types in general use in the
industry. To date, this review has not included aircraft used by ASA. While
certain of these potential aging aircraft ADs may, at some time in the future,
necessitate unscheduled removals from service and increased maintenance costs,
ASA does not anticipate that compliance with such potential ADs will have a
material adverse impact on costs or operations.

Aviation Fuel

         ASA's operations are significantly affected by the availability and
price of aviation fuel. Fuel costs, including taxes and "into plane" fees,
constituted 10.79% of the Company's operating costs in 1997. Based on ASA's
fiscal 1997 fuel consumption, every $0.01 change in the average annual price per
gallon of aviation fuel caused an approximate $449,000 change in ASA's annual
fuel expense. The following table shows ASA's fuel consumption and costs for
fiscal years 1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                                          Average Price        Percent of
    Fiscal Year     Gallons Consumed          Cost         Per Gallon       Operating Expense
    -----------     ----------------          ----        -------------     -----------------
    <S>             <C>                   <C>             <C>               <C>
      1997              44,872,864        $32,988,262        $0.74                10.79%
      1996              43,356,461        $33,479,356        $0.77                11.54%
      1995              38,872,025        $24,075,274        $0.62                 9.52%
</TABLE>


                                      -9-
<PAGE>   12
         Aircraft fuel expense decreased 1.5% in 1997 compared with 1996,
primarily because the average fuel price per gallon decreased 3.9% to $0.74
cents per gallon and aircraft fuel consumption increased 3.5%. See "FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS."

         Changes in aviation fuel prices have an industry-wide impact and will
tend to affect ASA's competitors in the same manner as ASA. There can be no
assurance that ASA will be able to increase its fares in response to any future
increases in fuel prices. See "COMPETITION AND INDUSTRY CONSIDERATIONS."

         ASA currently obtains approximately 56% of its fuel requirements from
Chevron USA, Inc. at the Atlanta hub and approximately 25% of its fuel
requirements from various fuel suppliers at the Dallas/Fort Worth hub. ASA
obtains the rest of its fuel requirements from various suppliers at other
airports.

         ASA's fuel contracts do not provide protection against price increases
or for assured availability of supplies. Although ASA is currently able to
obtain adequate supplies of fuel, it is impossible to predict the future
availability or price of fuel. Political disruptions involving oil producing
countries; changes in government policy concerning aircraft fuel production,
transportation or marketing; changes in the fuel tax; changes in aircraft fuel
production capacity; environmental concerns and other unpredictable events may
result in fuel supply shortages and fuel price increases in the future. ASA's
business could be significantly adversely affected by such shortages and price
increases.

         The Omnibus Budget Reconciliation Act of 1993 imposed a 4.3 cent per
gallon tax on commercial aviation fuel purchased for use in domestic operations.
Air carriers were exempt from this tax until October 1995. While additional
exemptions have been proposed, there can be no assurance that ASA will not
continue to be required to pay this tax.

Marketing

         ASA markets its passenger, air freight and small package services
primarily through direct sales activity and cooperative advertising programs.
The direct sales activity focuses on high-volume sources of business, such as
travel agencies and ticketing outlets located on major military installations.

         Since 1984, ASA has operated from the Atlanta and Dallas/Fort Worth
hubs as a Delta Connection carrier pursuant to a marketing agreement with Delta.
See "DELTA CONNECTION." Cooperative advertising programs with Delta, such as
Delta's frequent flyer program and Delta Dream Vacations, are used to promote
ASA's flights to the Atlanta and Dallas/Fort Worth hubs, and Delta's services
from Atlanta and Dallas/Fort Worth to various long-haul destinations.

         ASA's passengers accrue mileage in Delta's frequent flyer program,
which offers incentives to maximize travel on flights offered by Delta and Delta
Connection carriers. This


                                      -10-
<PAGE>   13
program allows participants to accrue mileage for award travel while flying on
Delta, Delta Connection carriers and other participating air carriers. Mileage
credits may also be accrued for the use of certain services offered by program
partners such as hotels, car rental agencies and credit card companies. Mileage
vouchers can be redeemed for free or upgraded travel on Delta, Delta Connection
carriers and other participating air carriers and for other program partner
awards. Delta has reserved the right to terminate the frequent flyer program
with six months advance notice and to change the program's terms and conditions
at any time without notice.

         ASA does not accrue for incremental costs associated with the Delta
frequent flyer program's mileage accumulation because the impact is immaterial
both on a quarterly and annual basis. ASA's management believes that the low
percentage of free passenger miles, its load factor and the restrictions applied
to free travel awards minimize the displacement of revenue passengers and that
the displacement that occurs is not significant. ASA expenses, as incurred, all
incremental costs of providing earned free travel awards under Delta's frequent
flyer program. ASA makes payments to Delta for Delta frequent flyer mileage
earned by passengers flying on ASA's routes where those passengers do not
connect to Delta flights. ASA does not receive any payments related to providing
carriage to passengers utilizing frequent flyer mileage earned on Delta flights.

Competition and Industry Considerations

         Management of ASA believes that its services are utilized primarily by
business, government and military travelers. ASA competes primarily with other
air carriers and, particularly with respect to its shorter flights, with ground
transportation such as automobiles and buses.

         Delta provides air service from the Atlanta hub to approximately 33% of
the airports served by ASA out of Atlanta. Under the Delta Connection program,
ASA's flights are coordinated for timely connections with Delta. The flights
provided by Delta and ASA to the same markets are scheduled at different times.
ASA generally provides service to these markets at times when ASA can more
efficiently serve the market. Other air carriers provide service to
approximately 11% of the airports served by ASA from the Atlanta hub.

         ASA competes primarily with American/American Eagle at the Dallas/Fort
Worth hub. Other air carriers provide service to approximately 90% of the
airports served by ASA from the Dallas/Fort Worth hub.

         The airline industry historically has been highly competitive. ASA's
management believes that its ability to compete with ground transportation and
other air carriers depends upon the public acceptability of its aircraft and
ASA's provision of convenient, frequent and reliable service to its markets at
reasonable rates.

         Air carriers' profit levels are highly sensitive to, and during recent
years have been severely impacted by, changes in fuel costs, fare levels and
passenger demand. Passenger demand and fares can be affected by, among other
things, the general state of the economy,


                                      -11-
<PAGE>   14
international events and actions taken by other air carriers with respect to
fares. See "ECONOMY" and "SEASONALITY."

         Air carriers are permitted to set domestic ticket prices without
governmental regulation. As a result, the industry generally is subject to
substantial price competition. ASA has in the past both responded to discounting
actions taken by other carriers and initiated discounting actions itself. ASA's
management expects that low-fare competition is likely to continue from time to
time in its markets. If price reductions are not offset by increases in revenue
passenger miles, ASA's operating results could be adversely affected.

Economy

         The airline industry is a highly volatile industry. The state of the
economy is the primary determinant of the level of passenger travel. Leisure
travel is highly discretionary and can easily be postponed during economic
down-turns or no growth economic periods. While business travel is not as
discretionary, business travel generally diminishes in uncertain times as
business tends to tighten cost controls.

Seasonality

         ASA's operations at the Atlanta and Dallas/Fort Worth hubs are
primarily dependent upon business, government and military related travel and
generally are not subject to wide seasonal variations. However, some seasonal
decline in business travel does occur at these hubs during holiday periods and
during portions of the winter months (i.e., December, January and February). ASA
estimates that leisure travel accounted for approximately 20% of ASA's
passengers during 1997. Leisure travel generally increases during the summer
months and at holiday periods. Demand for air travel, especially by leisure and
other discretionary customers, is also affected by factors such as favorable
economic conditions and fare levels. See "FARES" and "ECONOMY." ASA's operations
are also unfavorably affected by inclement weather which results in canceled
flights, particularly during winter months.

         The following chart indicates the number of passengers carried by ASA
by quarter during its last three fiscal years:

<TABLE>
<CAPTION>
        Year      1st Quarter      2nd Quarter     3rd Quarter    4th Quarter
        ----      -----------      -----------     -----------    -----------
        <S>       <C>              <C>             <C>            <C>
        1997        836,455          992,521         989,255        956,386
        1996        836,902          985,747         931,812        877,660
        1995        680,871          808,338         789,681        788,007
</TABLE>

Regulation

         Historically, the U.S. Department of Transportation ("DOT") and the FAA
have exercised regulatory authority over the operations of all air carriers
pursuant to the Federal Aviation Act of 1958, as amended (the "1958 ACT"). Most
domestic economic regulation of


                                      -12-
<PAGE>   15
passenger and freight services was eliminated pursuant to the Airline Regulation
Act of 1978 and other legislation amending the 1958 Act (collectively, the
"ACT"). The FAA's jurisdiction extends primarily to the safety and operational
provisions of the Act. The DOT's responsibility primarily involves regulation of
the economic and consumer protection aspects of airline operation.

         Both the DOT and the FAA have authority to institute administrative and
judicial proceedings to enforce federal aviation laws and their own regulations,
rules and orders. Civil and criminal sanctions may be assessed for violations.

         ASA is also subject to various other federal, state and local laws and
regulations affecting its operations. The United States Postal Service has
authority over certain aspects of the transportation of mail. The Communications
Act of 1934, as amended, governs ASA's use and operation of radio facilities.
Labor relations are generally governed by the Railway Labor Act. Environmental
matters (including noise pollution) are governed by various federal, state and
local governmental entities. The United States Department of Justice has
jurisdiction over mergers and acquisitions involving air carriers. Because it
carries military passengers, ASA is also subject to review by the Department of
Defense.

         DOT REGULATION. Because of the economic deregulation of the airline
industry, unrestricted authority to operate domestic air transportation
(including the carrying of passengers and cargo) is available to any air carrier
the DOT determines is "fit" to operate. The DOT also has jurisdiction over
economic and consumer protection matters such as advertising, denied boarding
compensation, baggage handling, smoking aboard aircraft, handicapped access,
computer reservation systems, enforcement of minimum standards of customer
service, regulation of federal compensation payments for essential air service,
and ownership and control of air carriers. The DOT is also authorized to
prohibit unjust discrimination and to require periodic reports from air
carriers. The DOT has authorized ASA's flight operations pursuant to a
Certificate of Public Convenience and Necessity (a "401 CERTIFICATE") issued
under Part 401 of the Act during the first quarter of 1993. The 401 Certificate
requires ASA to maintain DOT-prescribed minimum levels of insurance and to
comply with all applicable statutes, rules and regulations, and subjects ASA to
expanded reporting requirements. The DOT must issue a 401 Certificate to an air
carrier before it will be permitted to operate aircraft with more than 60 seats.
ASA initiated the use of larger aircraft having more than 60 seats during the
second quarter of 1993. Prior to receiving the 401 Certificate, ASA qualified as
a commuter air carrier that was exempt from certain provisions of the Act and
certain regulatory functions of the DOT.

         On December 20, 1995, a new federal regulation was issued by the FAA
which required all air carriers to accomplish the following by March 20, 1997
(earlier in certain instances): (a) establish a director of safety, and (b) for
those air carriers operating aircraft under Part 135 of the Act (30 seats or
less), re-certify their operation of those aircraft in accordance with Part 121
of the Act. Prior to March 20, 1997, Part 135 carriers did not have to dispatch
all their aircraft or train their pilots to the higher Part 121 standards.
Beginning in 1982, ASA operated as both a Part 135 and a Part 121 carrier
because it operated aircraft in both categories. ASA began


                                      -13-
<PAGE>   16
training all of its pilots under Part 121 in 1993, although it was not required
to do so. ASA was certified to operate the Brasilias under Part 121 on March 18,
1997.

         Under the Act, the DOT has the authority to designate ASA as an
"essential air carrier" in any community in which it is the only carrier
providing service and that is an "essential air service community." Except for
such "essential air carrier" service, the economic deregulation of the airline
industry permits unrestricted competition with respect to ASA's routes,
services, fares and rates. An air carrier that serves an "essential air service
community" is required to give advance notice to the DOT if it plans to
terminate service to that community. Otherwise, air carriers may terminate
service to a community without restriction. ASA is currently the only air
carrier that provides service between the Atlanta hub and the following
"essential air service communities": Albany, Brunswick, Columbus, Macon and
Valdosta, Georgia; Columbus, Gainesville and Meridian, Mississippi; Asheville,
North Carolina; Dothan, Alabama; Fort Walton Beach and Panama City, Florida. The
service provided by ASA to these "essential air service communities" is on an
unsubsidized basis.

         FAA REGULATION. As part of its safety and operational regulatory
authority, the FAA regulates flying operations generally, including, among other
things, control of navigable air space; airport access; aircraft certification
and maintenance; equipment and ground facilities; flight operations dispatch and
other communications; weather observation; the training and qualifications of
flight, maintenance and other operational and technical personnel; record
keeping and other matters affecting air safety generally.

         To ensure compliance with its regulations, the FAA requires air
carriers to obtain operating, airworthiness and other certificates that are
subject to suspension or revocation for cause. ASA holds a valid air carrier
operating certificate issued by the FAA. ASA's certificates have never been
suspended and, to the knowledge of ASA's management, it is in compliance with
all applicable FAA regulations.

         LABOR REGULATION. The Railway Labor Act ("RLA") governs the labor
relations of air carriers and employees in the airline industry. Comprehensive
provisions are set forth in the RLA establishing the right of airline employees
to organize and bargain collectively along craft or class lines and imposing a
duty upon air carriers and their union represented employees to make reasonable
efforts to make and maintain collective bargaining agreements. ASA has
collective bargaining agreements with two unions which represent its pilots and
flight attendants.  See "PERSONNEL AND OPERATIONS."  Under the RLA, collective
bargaining agreements do not terminate, but instead become amendable on a
particular date agreed upon by the air carrier and the union. The existing
collective bargaining agreement remains in force while a new collective
bargaining agreement is being negotiated. Should the parties be unsuccessful in
achieving a new amended collective bargaining agreement through direct
negotiations, either party may petition the National Mediation Board ("NMB"),
for the appointment of a federal mediator to assist the parties with their
negotiations.  Following appointment by the NMB of a mediator to assist the
parties, the parties are required to remain in mediation under the auspices of
the NMB until the parties reach a new agreement or the NMB determines, in its
sole discretion, that the parties will be unable to reach a new agreement
through mediation.  Upon making such a determination, the NMB will proffer
arbitration to the parties for the purpose of resolving their negotiating
differences.  If either party rejects the proffer of arbitration, the parties
will enter a thirty day "cooling off period" during which the status quo must be
maintained.  At the end of the thirty day cooling off period, unless a
Presidential Emergency Board has been convened, the parties are free to engage
in economic self help.  For the union, this includes the right to strike.  For
the carrier, this may include the right, depending upon the circumstances, to
impose new terms and conditions of employment on the employees.

                                      -14-
<PAGE>   17
         ENVIRONMENTAL REGULATION. The United States Environmental Protection
Agency ("EPA") is authorized to regulate aircraft emissions. ASA's management
believes that the engines on ASA's current aircraft and on all aircraft ASA has
ordered comply with applicable EPA standards.

         Federal and state environmental laws require that underground storage
tanks be upgraded to new construction standards and equipped with leak
detection. These requirements were phased into effect based on the age,
construction and use of existing tanks. Federal and state environmental laws
also govern the use and operation of above ground storage tanks. ASA operates no
underground or above ground storage tanks for the storage of fuels. ASA pays
fixed base operators at various airports to store fuels. ASA's management
believes it is otherwise in compliance with these laws.

         NOISE REGULATIONS. The FAA requires air carriers to comply with certain
noise restrictions concerning their aircraft. Air carriers must bring existing
aircraft into compliance with these regulations by retrofit or engine
replacement. ASA's current aircraft and all aircraft ASA has ordered are in
compliance with these regulations. In addition, several state legislatures and
other governmental administrative bodies have, from time to time, considered
noise reduction measures of various sorts. At the present time, ASA's aircraft
meet all applicable noise regulations.

Insurance

         For the fiscal year ended December 31, 1997 ASA maintained insurance
coverage with major insurance carriers with coverage up to $25 million for
damage per aircraft and $400 million of third party liability per occurrence
(for personal injury and property damage). The per aircraft deductibles range
from $50,000 to $500,000 depending on the type of aircraft. In addition, ASA
carries Hull War Risk coverage on certain aircraft where ASA believes, based on
information currently available to it, such insurance is necessary to protect it
and its property against material loss. ASA's also maintains workers
compensation insurance in compliance with state law in each state in which ASA
operates. ASA does not maintain business interruption insurance.

         In the opinion of management, the Company maintains insurance policies
of types customary in the airline industry and in amounts and with insurance
carriers it believes, based on information currently available to it, are
adequate to protect it and its property against material


                                      -15-
<PAGE>   18
loss. There can be no assurance, however, that the amount of insurance carried
by the Company will be sufficient to protect it from material loss.

FACTORS AFFECTING FUTURE PERFORMANCE

         Relationship with Delta

         A substantial portion of the Company's business is dependent on the
Company's relationship with Delta. The Delta Connection Agreement is subject to
termination by either party for any reason or no reason upon 30 days' written
notice to the other party. The termination of the Delta Connection Agreement or
any material modification of its terms may have a material adverse effect on the
Company. As a result of the Delta Connection Agreement, the Company's business
is sensitive to events and risks affecting Delta. Delta's decisions regarding
flight routes, marketing programs and other operational matters, or the
occurrence of any event adversely affecting Delta, could have a material adverse
effect on the Company.

         Fuel Costs and Supply

         Fuel costs represented 10.79% of the Company's total operating expenses
in 1997. Fuel prices, which can be volatile and are largely outside of ASA's
control, can have a significant impact on the Company's operating results. At
ASA's current rate of consumption, every $0.01 increase in the price paid for
fuel represents an approximate $449,000 increase in ASA's annual operating
expenses. ASA's fuel supply contracts do not assure the price or availability of
fuel, and ASA has not entered into hedging transactions with respect to fuel
prices. Increases in the price of fuel or reductions in the availability of fuel
supplies, as well as ASA's inability to pass on increased fuel costs to
consumers due to economic or competitive conditions, could have a material
adverse effect on the Company's financial condition and results of operations.

         Aircraft Fleet

         As of March 3, 1998, ASA's aircraft fleet consisted of 12 ATRs, 63
Brasilias and eight CRJ aircraft. ASA's operations could be materially adversely
affected by the failure of the respective suppliers of these aircraft to provide
additional aircraft, parts or related support services on a timely basis. In
addition, the issuance of FAA airworthiness directives affecting ASA's aircraft
or the need for unanticipated fleet maintenance could interrupt ASA's fleet
service, which could have a material adverse effect on the Company. In 1997, ASA
exercised its option to return all five of its BAe jets in connection with its
proposed acquisition of the new CRJ aircraft. While ASA expects to take delivery
of remaining CRJ aircraft under the terms of its agreement with Bombardier,
ASA's operations could be materially adversely affected by Bombardier's failure
to deliver such future shipments of the CRJs on a timely basis.

         Financial and Operating Leverage

         As is characteristic of the airline industry, ASA operates with a high
degree of financial and operating leverage. As of December 31, 1997, ASA had
$94.6 million in outstanding long-


                                      -16-
<PAGE>   19
term debt, with annual payments of approximately $21.9 million committed to such
obligations in 1998. Payments committed to aircraft operating leases in 1998
amount to approximately $17.7 million. In addition, the Company's acquisition of
additional aircraft, including the CRJs, will result in increased leverage in
the form of additional operating lease obligations. ASA's leverage will require
significant periodic cash payments and may make ASA more vulnerable to the
cyclical and seasonal nature of the airline industry. Unlike the revenues
generated by any particular flight, the expenses incurred by ASA do not always
vary proportionately with the number of passengers carried and the fares charged
for each flight. Accordingly, decreases in the number of passengers carried
could cause a significant decrease in profits if not offset by higher fares.

         Brazilian Default Risk

         In connection with its acquisition of the Brasilia aircraft, ASA
negotiated to obtain the right to receive interest rate subsidies from the
Federative Republic of Brazil under the country's export support program. From
1995 to 1997, these subsidies represented an average of approximately $2.9
million in annual credits against ASA's interest and lease payment obligations
related to the Brasilia aircraft, and such subsidies would be jeopardized if the
government of Brazil fails to meet its obligations under the export support
program. From time to time, the Brazilian government has experienced economic
conditions that have impaired the creditworthiness of such governmental
obligations. There can be no assurance that a default on the subsidies will not
occur under the export support program.

         Competition

         The airline industry is highly competitive and industry earnings are
volatile. Since the deregulation of the airline industry in 1978, the industry
has consolidated and has integrated major and regional carriers, which in turn
has enhanced the competitive environment. Airlines compete on the basis of
pricing, scheduling, public perception, on-time performance, frequent flyer
programs and other services. While ASA has positioned itself to benefit from
these and other factors, there can be no assurance that the Company will not be
adversely affected by the introduction of new carriers in ASA's existing
markets, the institution of deeply discounted fares by competitors, changes in
ASA's ability to react to competitive pressures or other events.

         Government Regulation

         ASA is subject to regulation by several governmental authorities,
including the DOT and the FAA. These authorities regulate flight operations,
safety and economic aspects of air transportation providers. ASA is also subject
to laws relating to environmental protection, radio communications, labor
relations, employment practices and other matters. ASA incurs substantial costs
in maintaining its certifications with federal regulators and otherwise
complying with the laws and regulations to which it is subject. Although ASA has
all certifications it believes to be necessary for continued operations and
believes it is in compliance with all applicable requirements necessary to
maintain its operating authority in good standing, any modification, suspension
or revocation of ASA's DOT or FAA certifications or authorizations, as


                                      -17-
<PAGE>   20
well as the failure or inability of ASA to maintain such compliance, could have
a material adverse effect on the Company and its operations.

         Economic Conditions and Seasonal Nature of Airline Business

         Although ASA's operations at its main hubs are dependent primarily on
business, governmental and military related travel, ASA generally experiences
lower demand during holiday periods and portions of the winter months. ASA's
operations are also unfavorably affected by inclement weather, particularly in
the winter months, which may result in canceled flights. In addition, downturns
in the economy generally may lower demand for travel by leisure and other
discretionary customers and may have a material adverse effect on the Company's
financial results.

         Labor Relations

         Approximately 27% of ASA's workforce are members of the unions
representing pilots and flight attendants.  In 1995, collective bargaining
agreements with both of these unions became amendable.  In September 1997,
following direct negotiations and federal mediation, ASA and the flight
attendants' union entered into a new collective bargaining agreement that is
amendable in 2002.  In September 1995, ASA and the union representing its pilots
entered into negotiations for a new collective bargaining agreement.  In 1996,
ASA and the pilots' union entered federal mediation with respect to those
negotiations, which continued through 1997.  In January 1998, ASA and the
pilots' union reached a tentative agreement on a new 54-month collective
bargaining agreement, pending ratification of the agreement by the pilots.  In
March 1998, the members of the pilots' union voted to reject the tentative
accord, and management expects negotiations with the pilots' union to continue
under the auspices of the National Mediation Board.  The existing collective
bargaining agreement between ASA and the pilots' union will remain in effect
until a new agreement is reached and ratified or until the procedures of the
Railway Labor Act, which governs labor relations of air carriers and employees
in the airline industry, are exhausted.  See "REGULATION--LABOR REGULATION."
There can be no assurance that  ASA will be able to settle contract
negotiations, if at all, without wage increases, work rule changes or other
provisions that could have a material adverse effect on the Company's
operations or financial performance. In addition, any cessation or disruption
of operations due to any strike or work action could have a material adverse
effect on the Company and its financial performance.

EXECUTIVE OFFICERS; OTHER SIGNIFICANT EMPLOYEES

         EXECUTIVE OFFICERS

         The following information is furnished with respect to the executive
officers of ASA Holdings as of March 3, 1998:

         George F. Pickett, age 56, is ASA Holdings' and ASA's Chairman of the
Board and Chief Executive Officer and is a member of the Board of Directors of
both companies. He has served as Chairman of the Board and Chief Executive
Officer of ASA since February 1994 and of ASA Holdings since its inception in
September 1996. Since ASA's inception in 1979 and until February 1994, he served
as ASA's President and Chief Executive Officer. Mr. Pickett has been a member of
the Board of Directors of both ASA and ASA Holdings since their respective
inception.


                                      -18-
<PAGE>   21
         John W. Beiser, age 57, is ASA Holdings' and ASA's President and is a
member of the Board of Directors of both companies. He has served as President
of ASA since February 1994 and of ASA Holdings since its inception. He has
served as Secretary of both companies since their respective inception. In
addition, Mr. Beiser was ASA's Vice President from its inception until 1985 when
he was designated as ASA's Senior Vice President-Sales and Services. Mr. Beiser
has been a member of the Board of Directors of ASA since 1982 and of ASA
Holdings since its inception.

         Ronald V. Sapp, age 53, is ASA Holdings' and ASA's Senior Vice
President-Finance and Chief Financial Officer. Mr. Sapp was named Senior Vice
President-Finance and Chief Financial Officer in May 1997. Mr. Sapp served as
Vice President-Finance and Chief Financial Officer for ASA from 1985 until May
1997 and for ASA Holdings from the time of the Reorganization until May 1997. He
served as ASA's Treasurer from 1985 until February 1997 and as ASA Holdings'
Treasurer between September 1996 and February 1997. From 1983 to 1985, Mr. Sapp
served as Vice President-Finance and Treasurer of Air Atlanta, Inc., a scheduled
passenger airline. From 1979 to 1983, Mr. Sapp served as Vice President and
Controller of Air California, Inc., a scheduled passenger airline.

         R. Mark Bole, age 39, was named ASA Holdings' and ASA's Assistant Vice
President-Treasurer in February 1997. He was ASA's Assistant Vice
President-Assistant Treasurer from February 1996 until February 1997 and held
the same positions with ASA Holdings from the effective date of the
Reorganization until February 1997. Mr. Bole served as a Vice President of
Wachovia Bank of Georgia, N.A. from May 1991 until February 1996.

         Edward J. Paquette, age 47, was named ASA's Senior Vice
President-Operations in April 1997. From May 1996 until April 1997, he served as
Vice President-Operations of In-Flight Phone Corporation. From November 1994 to
May 1996, he served as Vice President-Ground Operations at Ogden Aviation
Services. Mr. Paquette served in various capacities at Trans World Airlines from
1969 through 1994, including Senior Vice President-Maintenance and Engineering
and Senior Vice President-Operations.

         OTHER SIGNIFICANT EMPLOYEES

         The following information is furnished with respect to other
significant employees of ASA Holdings and ASA as of March 3, 1998:

         James J. Cerniglia, age 55, has served as ASA's Assistant Vice
President-Flight Systems Controller since March 1998. Mr. Cerniglia has held
positions with or served as a consultant to a number of airlines since 1986. He
served as the Director-Flight Control of Trump Shuttle, Inc. ("Trump") from
February 1989 until September 1991 and as Senior Director-Sales and Marketing of
Trump from September 1991 until March 1992. Mr. Cerniglia served as Vice
President-Operations of Jet Express/USAir Express from March 1992 until July
1993, as an independent airline consultant from July 1993 until May 1996, as
Director-Operations Control of Pan American World Airways, Inc. from May 1996
until September 1997, and as an independent airline consultant from that time
until he joined the Company.


                                      -19-
<PAGE>   22
         Mark W. Fischer, age 39, has served as the Vice President-Customer
Services of ASA since November 1997. From 1992 until joining ASA, Mr. Fischer
served as the Vice President-Customer Service for Piedmont Airlines, Inc., and
from 1987 until 1992, he served as Vice President-Customer Services for Midway
Airlines, Inc. Mr. Fischer previously held a number of positions with Fischer
Bros. Aviation, Inc. from 1987 until 1992.

         John P. McBryan, age 49, who has served as Vice President-Technical
Services of ASA since December 1997, has 27 years of experience in the aviation
industry. He was Vice President-Maintenance for Air Wisconsin, Inc. from 1988
until 1992, and served as Director of Maintenance for Allegheny Airlines, Inc.
from 1992 until 1993. Mr. McBryan served as Vice President-Operations of Dyn-Air
Tech, an aircraft repair station, from 1993 until 1994, and as Manager of
Industrial Engineering of The Dee Howard Company, another repair station, from
1994 through 1996. Prior to joining ASA, he was the Director-Programs and
Planning for Miami Air International.

         Tilden M. Shanahan, age 65, has been ASA's Vice President-Flight
Operations since 1985. From 1984 to 1985, Mr. Shanahan served as Vice President
of Flight Operations for Jet Express, Inc., a charter airline. From 1960 to
1984, Mr. Shanahan served as a pilot, check pilot and Vice President of Flying
for Republic Airlines, Inc., a major airline.

         Renee H. Skinner, age 41, is ASA Holdings' and ASA's Assistant Vice
President-Controller. She has held these positions with ASA since 1994 and with
ASA Holdings since the Reorganization was effective. Ms. Skinner served as ASA's
Manager of Accounting from 1986 through 1994.

         Samuel J. Watts, age 50, who has served as Vice President-Sales and
Corporate Communications of ASA since July 1997, has been employed by ASA in
customer service positions since 1983. From 1985 to 1994, he was ASA's Vice
President-Customer Services. In 1994, he was elected as ASA's Vice
President-Sales and Customer Services. Mr. Watts was employed by Southeastern
Airlines, a regional airline, from 1982 to 1983 as its Vice President-Marketing.
From 1972 to 1982, Mr. Watts worked for Eastern Airlines, Inc., a major airline,
in various line and staff positions.

ITEM 2.           PROPERTIES

         ASA has entered into agreements with other air carriers to provide
ground handling services (either directly or through outside vendors) to ASA in
27 of the cities it serves. In addition, ASA performs ground handling services
for other air carriers at eight airports. ASA maintains ticketing, gate and
baggage claim facilities at each of the other airports it serves pursuant to
direct leases or use agreements with local airport authorities or other
carriers. ASA leases its apron, gate, ticketing and baggage claim facilities at
the Dallas/Fort Worth hub from Delta pursuant to a Ground Service Agreement. At
18 airports, ASA operates under month-to-month use agreements. ASA is currently
negotiating eight other leases that have


                                      -20-
<PAGE>   23
expired. ASA is operating month to month at these airports. The leases or use
agreements at the remaining airports have remaining terms generally ranging from
one month to 13 years.

         Substantially all the maintenance and repairs on ASA's aircraft
operating from the Atlanta hub (except for major engine, propeller and component
overhauls as well as major airframe checks) are performed at ASA's 79,000
square foot hangar and maintenance facility in Macon, Georgia. ASA leases the
hangar facilities pursuant to a 30-year lease with renewal options until the
year 2028.

         ASA also maintains a limited inventory of spare parts and has
maintenance personnel at the Atlanta hub in a facility located near ASA's ramp
and gate space that is leased from the City of Atlanta.

         ASA leases a maintenance facility in Texarkana, Arkansas. Substantially
all the maintenance and repairs on ASA's aircraft operating from the Dallas/Fort
Worth hub are performed at this facility (except for major engine, propeller and
component overhauls as well as major airframe checks). In addition, ASA
maintains a limited inventory of spare parts and has maintenance personnel at
the Dallas/Fort Worth hub.

         During 1996, ASA relocated all of its operations to 15 gates on
Concourse C North at the Atlanta hub. The relocation has significantly enhanced
the convenience of connections between flights operated by ASA and Delta in
Atlanta.

         ASA Holdings and ASA maintain their principal offices and ASA's
training center in approximately 45,000 square feet of office space at 100
Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia, under a lease expiring
in 1999.

         ASA's operations control center, located at its principal offices in
Atlanta, provides weather information, fuel information, weight limitations,
routing instructions and other information to ASA's pilots.

ITEM 3.           LEGAL PROCEEDINGS

         There are no material legal proceedings pending in which the Company is
a party or to which any of the Company's property is subject. In addition, in
the opinion of its management, ASA maintains insurance policies of types
customary in the airline industry and in amounts and with insurance carriers it
believes, based on information currently available to it, are adequate to
protect it and its property against material loss. There can be no assurance,
however, that the amount of insurance carried by the Company will be sufficient
to protect it from material loss.


                                      -21-
<PAGE>   24
ITEM 4.           SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders of ASA Holdings
during the fourth quarter of the fiscal year covered by this Report.








                                      -22-
<PAGE>   25
                                     PART II


ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

         Information required by this item is set forth under the heading
"COMMON STOCK PRICE RANGES AND DIVIDENDS" in the Company's 1997 Annual Report to
Shareholders (the "1997 ANNUAL REPORT") and is incorporated herein by reference.

ITEM 6.           SELECTED FINANCIAL DATA

         Information required by this item is set forth under the heading
"SELECTED CONSOLIDATED FINANCIAL AND STATISTICAL DATA" in the Company's 1997
Annual Report and is incorporated herein by reference.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         Information required by this item is set forth under the heading
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" in the Company's 1997 Annual Report and is incorporated herein by
reference.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information required by this item is set forth under the headings
"CONSOLIDATED BALANCE SHEETS," "CONSOLIDATED STATEMENTS OF INCOME,"
"CONSOLIDATED STATEMENTS OF CASH FLOWS," "CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY," "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS," "REPORT OF
INDEPENDENT AUDITORS" and "QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED)" in
the Company's 1997 Annual Report and is incorporated herein by reference.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

         No change in or disagreements with the Company's accountants took place
during the Company's fiscal years ended December 31, 1997 and 1996, or during
the subsequent interim period through March 3, 1998.


                                      -23-
<PAGE>   26
                                    PART III


ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this Item is incorporated herein by
reference to the data under the heading "ELECTION OF DIRECTORS" and "SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Proxy Statement to be
used in connection with the solicitation of proxies for ASA Holdings' 1998
annual meeting of shareholders (hereinafter, the "1998 Proxy Statement") to be
filed with the Securities and Exchange Commission (the "Commission").

ITEM 11.          EXECUTIVE COMPENSATION

         The information required by this Item is incorporated herein by
reference to the data under the heading "EXECUTIVE COMPENSATION" in the 1998
Proxy Statement.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is incorporated herein by
reference to the data under the heading "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF--SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" in the
1998 Proxy Statement.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item is incorporated herein by
reference to the data under the heading "ELECTION OF DIRECTORS--COMPENSATION
COMMITTEE INTERLOCKS AND ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
DECISIONS" in the 1998 Proxy Statement.




                                      -24-
<PAGE>   27
                                     PART IV


ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                  8-K

(a)      Documents filed as part of this Report:

         l.       The following financial statements of the Registrant required
by this Item are included in the Registrant's 1997 Annual Report and are
incorporated by reference in Item 8 hereof:

         Consolidated Balance Sheets as of December 31, 1997 and 1996;

         Consolidated Statements of Income for the years ended December 31,
         1997, 1996 and 1995;

         Consolidated Statements of Shareholders' Equity for the years ended
         December 31, 1997, 1996 and 1995;

         Consolidated Statements of Cash Flows for the years ended December 31,
         1997, 1996 and 1995; and

         Notes to Consolidated Financial Statements.

         2.       The following financial statement schedules of the Registrant
required by this Item are included as pages 26 through 29 of this Report on Form
10-K:

         Schedule I - Condensed Financial Information of Registrant
         Schedule II - Valuation and Qualifying Accounts and Reserves

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         3.       The exhibits required by this Item are listed on the Exhibit
Index on pages (i) through (ix) of this Report and are filed herewith or
incorporated by reference as indicated. The management contracts or compensatory
plans or arrangements required to be filed as exhibits to this Report pursuant
to Item 14(c) are identified in the Exhibit Index.

(b)      ASA filed no current reports on Form 8-K during the fourth quarter of
         1997.


                                      -25-
<PAGE>   28
                                   SCHEDULE I


                               ASA HOLDINGS, INC.
                            CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                              December 31,
                                                          1997            1996
                                                          ----            ----
<S>                                                     <C>             <C>
ASSETS
Current Assets
 Cash and cash equivalents                              $  1,093        $     --
 Receivables from affiliates                               5,542           2,807
 Accounts receivable                                           8              --
                                                        --------        --------
                                                           6,643           2,807

Investment in Subsidiaries                               295,851         260,217
Other Assets                                               1,274           1,214
                                                        --------        --------

TOTAL ASSETS                                            $303,768         264,238
                                                        ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
 Accounts payable                                       $  2,172        $     --
 Accrued compensation and related expenses                 3,433           2,364
 Other accrued expenses                                      242             100
                                                        --------        --------
                                                           5,847           2,464

Non-Current Liabilities                                    1,996           1,558

Shareholders' Equity
 Common stock                                              2,973           2,999
 Retained earnings                                       292,952         257,217
                                                        --------        --------
                                                         295,925         260,216

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $303,768        $264,238
                                                        ========        ========
</TABLE>

See accompanying note.




                                      -26-
<PAGE>   29
                               ASA HOLDINGS, INC.
                              STATEMENTS OF INCOME
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
Years Ended December 31,                                    1997           1996
                                                            ----           ----
<S>                                                       <C>            <C>
Cost Sharing Revenues                                     $  1,404       $      0
                                                          --------       --------

Total Revenues                                               1,404              0

Operating Expenses
   General and administrative                                1,319              0
   Depreciation and amortization                               122              0
                                                          --------       --------

Total Operating Expenses                                     1,441              0

Net Operating Income                                           (37)             0
                                                          --------       --------

Non Operating Income                                           (37)             0

Income before Income Taxes                                       0              0
                                                          --------       --------

Income Taxes                                                     0              0
                                                          --------       --------

Net Income before Equity in Earnings of Subsidiaries             0              0

Net Income of Subsidiaries                                  54,512         56,613
                                                          --------       --------

Net Income                                                $ 54,512       $ 56,613
                                                          ========       ========
</TABLE>




                                      -27-
<PAGE>   30
                               ASA HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
Years Ended December 31,                                  1997           1996
                                                          ----           ----
<S>                                                     <C>            <C>
OPERATING ACTIVITIES:
Net Income of Subsidiaries                              $ 54,512       $ 56,613
Adjustment to Reconcile Net Income to Net Cash
     Provided by Operating Activities:
     Undistributed earnings of subsidiaries              (35,616)       (56,613)
     Other                                                    30
Changes in Operating Assets and Liabilities:
     Receivables                                          (2,743)
     Other assets                                            (60)
     Accounts payable                                      2,172
     Accrued compensation and related expenses             2,880
     Other liabilities                                       648
                                                        --------       --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                 21,823              0

FINANCING ACTIVITIES
Dividends Paid                                           (11,970)
Proceeds from Exercise of Stock Options                    5,480
Purchase of Common Stock                                 (14,240)
                                                        --------       --------
NET CASH USED IN FINANCING ACTIVITIES                    (20,730)             0

INCREASE IN CASH AND CASH EQUIVALENTS                      1,093              0
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                 0              0
                                                        --------       --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                $  1,093       $      0
                                                        ========       ========
</TABLE>



Note to Condensed Financial Statements

Note A -- Basis of Presentation

ASA Holdings, Inc., the parent company, was formed pursuant to a corporate
reorganization which was effective December 31, 1996. ASA Holdings, Inc. holds
all of the outstanding shares of Atlantic Southeast Airlines, Inc. and ASA
Investments, Inc. The Company's investment in these subsidiaries is stated using
the equity method of accounting. ASA Holdings, Inc. received dividends from ASA
Investments, Inc. in the amount of $18.9 million during 1997.




                                      -28-
<PAGE>   31
          SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                December 31, 1997


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------

              Col. A                     Col. B                 Col. C                  Col. D                Col. E
                                                              Additions
                                                              ---------
                                       Balance at      Charged to      Charged to                           Balance at
                                      beginning of      cost and     other accounts    Deductions             end of
Description                              period         expenses       (describe)      (describe)             period
<S>                                   <C>              <C>           <C>              <C>                  <C>
Year ended December 31, 1995
Reserves and allowances deducted
   from asset accounts:
Allowance for doubtful accounts       $   280,569      $    20,000                    $   (34,226)(A)      $   266,343
Allowance for obsolescence of
   expendable parts                     3,504,113          546,339                         (1,680)(B)        4,048,772
                                      -----------      -----------       -------      -----------          -----------
                                      $ 3,784,682      $   566,339       $     0      $   (35,906)         $ 4,315,115

Year ended December 31, 1996
Reserves and allowances deducted
   from asset accounts:
Allowance for doubtful accounts       $   266,343      $   (25,000)                   $   (36,996)(A)          204,347
Allowance for obsolescence of
   expendable parts                     4,048,772          567,788                       (413,818)(B)        4,202,742
                                      -----------      -----------       -------      -----------          -----------
                                      $ 4,315,115      $   542,788       $     0      $  (450,814)         $ 4,407,089

Year ended December 31, 1997
Reserves and allowances deducted
   from asset accounts:
Allowance for doubtful accounts       $   204,347      $   120,000                    $   (29,358)         $   294,989
Allowance for obsolescence of
   expendable parts                     4,202,742          737,208                                           4,939,950
                                      -----------      -----------       -------      -----------          -----------

                                      $ 4,407,089      $   857,208       $     0      $   (29,358)         $ 5,234,939
                                      ===========      ===========       =======      ===========          ===========
</TABLE>


(A) Uncollectible Accounts charged off during the period.
(B) Obsolete parts charged off during the period.


                                      -29-
<PAGE>   32
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                ASA HOLDINGS, INC.



                                By: /s/ George F. Pickett
                                    --------------------------------------------
                                    George F. Pickett
                                    Chairman of the Board and Chief Executive
                                    Officer (Principal Executive Officer)

                                    Date: March 27, 1998






                                      -30-
<PAGE>   33
         We, the undersigned officers and directors of ASA Holdings, Inc.,
hereby severally constitute George F. Pickett and John W. Beiser and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
any and all amendments to this report, and generally do all such things in our
name and behalf in such capacities to enable ASA Holdings, Inc. to comply with
the applicable provisions of the Securities Exchange Act of 1934, as amended,
and all requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said attorneys,
or either of them, to any and all such amendments.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


/s/ George F. Pickett                                 March 27, 1998
--------------------------------------------
George F. Pickett, Chairman of the Board and
Chief Executive Officer (Principal Executive
Officer) and Director

/s/ John W. Beiser                                    March 27, 1998
--------------------------------------------
John W. Beiser, President, Secretary and
Director

/s/ Ronald V. Sapp                                    March 27, 1998
--------------------------------------------
Ronald V. Sapp, Senior Vice President-
Finance (Principal Financial and Accounting
Officer)

/s/ Jean A. Mori                                      March 27, 1998
--------------------------------------------
Jean A. Mori, Director

/s/ Parker H. Petit                                   March 27, 1998
--------------------------------------------
Parker H. Petit, Director

/s/ Ralph W. Voorhees                                 March 27, 1998
--------------------------------------------
Ralph W. Voorhess, Director

/s/ Alan M. Voorhees                                  March 27, 1998
--------------------------------------------
Alan M. Voorhees, Director




                                      -31-
<PAGE>   34
                                  EXHIBIT INDEX

Exhibit Number and Description

3(a)     Articles of Incorporation of the Registrant. (Incorporated by reference
         to Exhibit 3(a) to the Registration Statement on Form S-4 [Registration
         No. 333-13071], as amended [the "REORGANIZATION REGISTRATION
         STATEMENT"].)

3(b)     Bylaws of the Registrant. (Incorporated by reference to Exhibit 3(b) to
         the Reorganization Registration Statement.)

10(a)    Stock Agreement dated as of March 17, 1997, between ASA Holdings, ASA,
         Delta and Delta Holdings. (Incorporated by reference to Exhibit 10(a)
         to the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996, file number 0-29558, filed with the Commission on
         March 31, 1997.)

10(b)    Delta Connection Agreement dated July 1, 1986, between ASA and Delta.
         (Incorporated by reference to Exhibit 10(a) to Amendment No. 1 to ASA's
         Quarterly Report on Form 10-Q for the quarter ended September 30, 1996,
         file number 0-29558, filed with the Commission on November 26, 1997.)
         Letter Agreement dated February 19, 1987 from Delta and agreed to and
         accepted by ASA. (Incorporated by reference to Exhibit 10(b) to
         Amendment No. 1 to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-29558, filed with the
         Commission on November 26, 1997.) Amendment to the Delta Connection
         Agreement dated December 17, 1987, between Delta and ASA. (Incorporated
         by reference to Exhibit 10(c) to Amendment No. 1 to ASA's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1996, file
         number 0-29558, filed with the Commission on November 26, 1997.)
         Amendment to the Delta Connection Agreement effective July 1, 1988,
         between Delta and ASA. (Incorporated by reference to Exhibit 10(d) to
         Amendment No. 1 to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-29558, filed with the
         Commission on November 26, 1997.) Amendment to the Delta Connection
         Agreement dated March 4, 1992, between Delta and ASA. (Incorporated by
         reference to Exhibit 10(e) to Amendment No. 1 to ASA's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 1996, file number
         0-29558, filed with the Commission on November 26, 1997.) Amendment to
         the Connection Carrier Agreement dated as of August 1, 1994, between
         Delta and ASA. (Incorporated by reference to Exhibit 10(f) to Amendment
         No. 1 to ASA's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1996, file number 0-29558, filed with the Commission on
         November 26, 1997.) Confidential treatment has been applied for with
         respect to certain provisions in these exhibits.


                                      -i-
<PAGE>   35
10(c)    Office Lease Agreement dated December 18, 1991, by and between ASA and
         Trident Partners. (Incorporated by reference to Exhibit 10(q) to ASA's
         Annual Report on Form 10-K for the year ended December 31, 1991, file
         number 0-11097, filed with the Commission on March 27, 1992.)

10(d)    Lease Agreement dated April 1, 1988, between ASA and Macon - Bibb
         County Industrial Authority. (Incorporated by reference to Exhibit
         10(k) to ASA's Annual Report on Form 10-K for the year ended December
         31, 1992, file number 0-11097, filed with the Commission on March 31,
         1993.)

10(e)    Credit Agreement dated as of December 24, 1986, among ASA, ASA
         Investments, and Manufacturers Hanover Leasing International Corp.,
         American Security Bank, N.A., Barclays Bank PLC, B.S.F.E. - Banque de
         la Societe Financiere Europeene, Canadian Imperial Bank of Commerce,
         Citizens and Southern National Bank, Continental Illinois National Bank
         and Trust Company of Chicago, Kawasaki Lease Financing Inc., National
         Bank of Canada, National Bank of Georgia and The Royal Bank of Canada.
         (Incorporated by reference to Exhibit 10(f) to ASA's Annual Report on
         Form 10-K for the year ended December 31, 1991, file number 0-11097,
         filed with the Commission on March 27, 1992.) Amendment No. 1 dated as
         of February 20, 1987. (Incorporated by reference to Exhibit 10(f) to
         ASA's Annual Report on Form 10-K for the year ended December 31, 1992,
         file number 0-11097, filed with the Commission on March 31, 1993.)
         Amendment No. 2 dated as of May 23, 1989. (Incorporated by reference to
         Exhibit 19(a) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1989, file number 0-11097, filed with the
         commission on November 11, 1989.) Amendment No. 3 dated as of August
         17, 1989. (Incorporated by reference to Exhibit 19(b) to ASA's
         Quarterly Report on Form 10-Q for the quarter ended September 30, 1989,
         file number 0-11097, filed with the Commission on November 11, 1989.)
         Fourth Amendment dated September 17, 1996. (Incorporated by reference
         to Exhibit 10(f) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-11097, filed with the
         Commission on November 14, 1996.) Confidential treatment has been
         applied for with respect to certain provisions in the Fourth Amendment.

10(f)    Single Payment Note, dated January 26, 1987, payable to SunTrust Bank.
         (Incorporated by reference to Exhibit 10(g) to ASA's Annual Report on
         Form 10-K for the year ended December 31, 1991, file number 0-11097,
         filed with the Commission on March 27, 1992.)

10(g)    Credit Agreement dated as of April 23, 1987, among ASA, ASA
         Investments, Inc., Manufacturers Hanover Leasing International Corp.,
         Kawasaki Lease Financing, Inc. and Credit Lyonnais, Cayman Islands
         Branch. (Incorporated by reference to Exhibit 10(i) to ASA's Annual
         Report on Form 10-K for the year ended December 31, 1991, file number
         0-11097, filed with the Commission on


                                      -ii-
<PAGE>   36
         March 27, 1992.) Amendment No. 1 dated as of May 23, 1989.
         (Incorporated by reference to Exhibit 19(c) to ASA's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 1989, file number
         0-11097, filed with the Commission on November 11, 1989.) Second
         Amendment dated as of October 31, 1989. (Incorporated by reference to
         Exhibit 10(s) to ASA's Annual Report on Form 10-K for the year ended
         December 31, 1989, file number 0-11097, filed with the Commission on
         March 30, 1990.) Third Amendment dated September 17, 1996.
         (Incorporated by reference to Exhibit 10(h) to ASA's Quarterly Report
         on Form 10-Q for the quarter ended September 30, 1996, file number
         0-11097, filed with the Commission on November 14, 1996.) Confidential
         treatment has been applied for with respect to certain provisions in
         the Third Amendment.

10(h)    Credit Agreement dated June 15, 1990 between ASA and Bank of America
         National Trust and Savings Association ("BANK OF AMERICA").
         (Incorporated by reference to Exhibit 10(h) to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1996, file
         number 0-29558, filed with the Commission on March 31, 1997.) First
         Amendment dated September 13, 1996 (Incorporated by reference to
         Exhibit 10(j) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-11097, filed with the
         Commission on November 14, 1996.) Confidential treatment has been
         applied for with respect to certain provisions in the First Amendment.

10(i)    Credit Agreement dated December 1, 1990 between ASA and Wachovia Bank
         of Georgia, N.A. ("WACHOVIA"). (Incorporated by reference to Exhibit
         10(i) to the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1996, file number 0-29558, filed with the Commission
         on March 31, 1997.) Amendatory Agreement dated July 6, 1993. Second
         Amendment dated September 13, 1996. (Incorporated by reference to
         Exhibit 10(l) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-11097, filed with the
         Commission on November 14, 1996.) Confidential treatment has been
         applied for with respect to certain provisions in the Second Amendment.

10(j)    Credit Agreement dated February 25, 1991 between ASA and Bank of
         America. (Incorporated by reference to Exhibit 10(j) to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
         file number 0-29558, filed with the Commission on March 31, 1997.)
         First Amendment dated September 13, 1996. (Incorporated by reference to
         Exhibit 10(n) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-11097, filed with the
         Commission on November 14, 1996.) Confidential treatment has been
         applied for with respect to certain provisions in the First Amendment.

10(k)    Credit Agreement dated April 19, 1991 between ASA and Wachovia.
         (Incorporated by reference to Exhibit 10(k) to the Company's Annual
         Report on Form 10-K for the


                                     -iii-
<PAGE>   37
         fiscal year ended December 31, 1996, file number 0-29558, filed with
         the Commission on March 31, 1997.) First Amendment dated September 13,
         1996. (Incorporated by reference to Exhibit 10(p) to ASA's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1996, file
         number 0-11097, filed with the Commission on November 14, 1996.)
         Confidential treatment has been applied for with respect to certain
         provisions in the First Amendment.

10(l)    Credit Agreement dated June 1, 1992, among ASA, Wachovia, in both its
         capacities as Lender and Agent, and the Bank of Tokyo - Mitsubishi,
         LTD., Atlanta Agency f/k/a The Bank of Tokyo, Ltd., Atlanta Agency.
         (Incorporated by reference to Exhibit 10(l) to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1996, file
         number 0-29558, filed with the Commission on March 31, 1997.) First
         Amendment dated September 13, 1996. (Incorporated by reference to
         Exhibit 10(r) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended September 30, 1996, file number 0-11097, filed with the
         Commission on November 14, 1996.) Confidential treatment has been
         applied for with respect to certain provisions in the First Amendment.

10(m)    Credit Agreement with Trust Company Bank dated as of April 20, 1994.
         (Incorporated by reference to Exhibit 10(a) to ASA's Quarterly Report
         on Form 10-Q for the quarter ended March 31, 1994, file number 0-11097,
         filed with the Commission on May 13, 1994.) Confidential treatment has
         been granted by the Commission with respect to certain provisions in
         this Credit Agreement. First Amendment dated September 11, 1996.
         (Incorporated by reference to Exhibit 10(t) to ASA's Quarterly Report
         on Form 10-Q for the fiscal quarter ended September 30, 1996, file
         number 0-11097, filed with the Commission on November 14, 1996.)
         Confidential treatment has been applied for with respect to certain
         provisions in the First Amendment.

10(n)    Aircraft Purchase Agreement dated August 27, 1990, between ASA and
         Embraer - Empresa Brasileira de Aeronautica S.A. (Incorporated by
         reference to Exhibit 10(t) to ASA's Annual Report on Form 10-K for the
         year ended December 31, 1990, file number 0-11097, filed with the
         Commission on March 29, 1991.) Confidential treatment has been granted
         for with respect to certain provisions in this exhibit.

10(o)    Purchase Agreement Assignment [N630AS] dated June 22, 1995; Purchase
         Agreement Assignment [N631AS] dated June 22, 1995; Purchase Agreement
         Assignment [N632AS] dated June 22, 1995; Purchase Agreement Assignment
         [N633AS] dated June 22, 1995; Purchase Agreement Assignment [N634AS]
         dated June 22, 1995; Purchase Agreement Assignment [N635AS] dated June
         22, 1995; Purchase Agreement Assignment [N636AS] dated June 22, 1995;
         and Purchase Agreement Assignment [N637AS] dated June 22, 1995, all
         between the Company and First Security Bank of Utah, N.A. (Incorporated
         by reference to Exhibit 10(c) to ASA's Quarterly Report on


                                      -iv-
<PAGE>   38
         Form 10-Q for the quarter ended June 30, 1995, file number 0-11097,
         filed with the Commission on August 14, 1995.)

10(p)    Aircraft Purchase Agreement dated as of April 15, 1993, between ASA and
         Embraer-Empresa Brasileira de Aeronautica S.A., related Letter
         Agreements (I), (II), and (III) dated as of April 15, 1993, and a
         Second Amendment dated as of April 15, 1993, to a Letter Supplement
         dated as of November 21, 1988. (Incorporated by reference to Exhibit
         10(a) to ASA's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1993, file number 0-11097, filed with the Commission on August 16,
         1993.) Confidential treatment has been granted by the Commission with
         respect to certain provisions in this exhibit.

10(q)    Participation Agreement dated as of May 1, 1993 between the Company and
         Antoine Finance Corporation. (Incorporated by reference to Exhibit
         10(b) to ASA's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1993, file number 0-11097, filed with the Commission on August 16,
         1993.) Confidential treatment has been granted by the Commission with
         respect to certain provisions in this exhibit.

10(r)    Unconditional Guaranty of Performance between the Company and Avions de
         Agreement between the Company and Avions de Transport Regional dated
         February 10, 1993 and related letter agreements. (Incorporated by
         reference to Exhibit 10(d) to ASA's quarterly report on Form 10-Q for
         the quarter ended June 30, 1993, file number 0-11097, filed with the
         Commission on August 16, 1993.)

10(s)    Purchase Agreement Assignment No. 1 dated May 10, 1993, Purchase
         Agreement Assignment No. 2 dated May 12, 1993, Purchase Agreement
         Assignment No. 3 dated May 26, 1993, Purchase Agreement Assignment No.
         4 dated June 16, 1993, Purchase Agreement Assignment No. 5 dated June
         23, 1993, and Purchase Agreement Assignment No. 6 dated July 21, 1993,
         all with respect to ATR 72 Purchase Agreement between the Company and
         Avions de Transport Regional dated February 10, 1993 and related letter
         agreements. (Incorporated by reference to Exhibit 10(e) to ASA's
         Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, file
         number 0-11097, filed with the Commission on August 16, 1993.) Purchase
         Agreement Assignment No. 7 dated August 25, 1993, Purchase Agreement
         Assignment No. 8 dated September 9, 1993, and Purchase Agreement
         Assignment No. 9 dated September 23, 1993. (Incorporated by reference
         to Exhibit 10(b) to ASA's quarterly report on Form 10-Q for the quarter
         ended September 30, 1993, file number 0-11097, filed with the
         Commission on November 15, 1993.)

10(t)    Collateral Assignment of Purchase Agreement with Trust Company Bank
         dated as of April 20, 1994 with respect to ATR 72 Purchase Agreement
         between the Company and Avions de Transport Regional dated February 10,
         1993. Incorporated by reference


                                      -v-
<PAGE>   39
         to Exhibit 10(b) to ASA's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1994, file number 0-11097, filed with the Commission on
         May 13, 1994.)

10(u)    Sublease Agreement [N630AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N630AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N630AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N630AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(d) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(v)    Sublease Agreement [N631AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N631AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N631AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N631AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(e) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(w)    Sublease Agreement [N632AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N632AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N632AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N632AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(f) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(x)    Sublease Agreement [N633AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N633AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N633AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N633AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(g) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(y)    Sublease Agreement [N634AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N634AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N634AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N634AS] dated June 22, 1995.


                                      -vi-
<PAGE>   40
         (Incorporated by reference to Exhibit 10(h) to ASA's Quarterly Report
         on Form 10-Q/A for the quarter ended June 30, 1995, file number
         0-11097, filed with the Commission on February 23, 1996.) Confidential
         treatment has been granted by the Commission with respect to certain
         provisions in this exhibit.

10(z)    Sublease Agreement [N635AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N635AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N635AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N635AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(i) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(aa)   Sublease Agreement [N636AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N636AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N636AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N636AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(j) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(ab)   Sublease Agreement [N637AS] dated as of June 22, 1995, between the
         Company and Antoine Finance Corporation and related Sublease Supplement
         [N637AS] dated June 22, 1995; Sublease Tax Indemnity Agreement [N637AS]
         dated June 22, 1995; and Nondisturbance and Recognition Agreement
         [N637AS] dated June 22, 1995. (Incorporated by reference to Exhibit
         10(k) to ASA's Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1995, file number 0-11097, filed with the Commission on
         February 23, 1996.) Confidential treatment has been granted by the
         Commission with respect to certain provisions in this exhibit.

10(ac)   Agreement to Lease Used British Aerospace 146 Series 200 Aircraft
         between British Aerospace Holdings, Inc. Asset Management Organization
         and the Company dated as of October 2, 1995. (Incorporated by reference
         to Exhibit 10(ac) to ASA's Annual Report on Form 10-K for the year
         ended December 31, 1995, file number 0-11097, filed with the Commission
         on April 1, 1996.)

10(ad)   JetSpares Agreement, dated as of October 2, 1995, between British
         Aerospace Holdings, Inc., Avro International Aerospace Division, and
         ASA. (Incorporated by reference to Exhibit 10(ad) to ASA's Annual
         Report on Form 10-K for the year ended December 31, 1995, file number
         0-11097, filed with the Commission on April 1, 1996.)


                                     -vii-
<PAGE>   41
10(ae)   Engine Maintenance Cost Protection Program Agreement between
         AlliedSignal, Inc., AlliedSignal Engines and the Company dated as of
         October 2, 1995. (Incorporated by reference to Exhibit 10(ae) to ASA's
         Annual Report on Form 10-K for the year ended December 31, 1995, file
         number 0-11097, filed with the Commission on April 1, 1996.)

10(af)   Customer Support Agreement (ALF 502 Series TurboFan Engines) between
         AlliedSignal Aerospace-Engine Division and the Company dated as of
         October 2, 1995. (Incorporated by reference to Exhibit 10(af) to ASA's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
         file number 0-11097, filed with the Commission on April 1, 1996.)

10(ag)   1990 Stock Appreciation Rights Plan of Atlantic Southeast Airlines,
         Inc. (Incorporated by reference to Exhibit 19(a) to ASA's Quarterly
         Report for the quarter ended June 30, 1990, file number 0-11097, filed
         with the Commission on August 13, 1990.)*

10(ah)   Atlantic Southeast Airlines, Inc. Executive Deferred Compensation
         (Retirement) Plan dated May 15, 1990. (Incorporated by reference to
         Exhibit 19(b) to ASA's Quarterly Report for the quarter ended June 30,
         1990, file number 0-11097, filed with the Commission on August 13,
         1990.) First Amendment to Executive Deferred Compensation (Retirement)
         Plan dated December 31, 1992. (Incorporated by reference to Exhibit
         10(s) to ASA's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1992, file number 0-11097, filed with the Commission on
         March 31, 1993.)*

10(ai)   Founding Officer Agreement dated June 27, 1990, between ASA and George
         F. Pickett. (Incorporated by reference to Exhibit 19(c) to ASA's
         Quarterly Report for the quarter ended June 30, 1990, file number
         0-11097, filed with the Commission on August 13, 1990.)*

10(aj)   Founding Officer Agreement dated June 27, 1990, between ASA and John W.
         Beiser. (Incorporated by reference to Exhibit 19(d) to ASA's Quarterly
         Report for the quarter ended June 30, 1990, file number 0-11097, filed
         with the Commission on August 13, 1990.)*

10(ak)   Atlantic Southeast Airlines, Inc. Supplemental Executive Retirement
         Plan effective May 24, 1995. (Incorporated by reference to Exhibit
         10(a) to ASA's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1995, file number 0-11097, filed with the Commission on August 14,
         1995.)*


                                     -viii-
<PAGE>   42
10(al)   Bombardier Purchase Agreement No. P.A.-0372 and related Letter
         Agreements. (Incorporated by reference to Exhibit 10(a) of the
         Company's Quarterly Report on Form 10-Q for the period ended June 30,
         1997, file number 0-29558, filed with the Commission on August 14,
         1997.) Confidential treatment has been applied for with respect to
         certain provisions in these exhibits.

10(am)   ASA Holdings, Inc. 1997 Nonqualified Stock Option Plan (Incorporated by
         reference to Appendix A to the Company's Definitive Proxy Statement on
         Schedule 14A, file number 0-29558, filed with the Commission on May 17,
         1997.)*

13       Those sections of the 1997 Annual Report to Shareholders of ASA
         Holdings, Inc. which are incorporated by reference in Items 5, 6, 7 and
         8 of the Annual Report on Form 10-K.

21       Subsidiaries of the Registrant.

23       Consent of Independent Auditors.

24       Power of Attorney (Included on the signature page of this Form 10-K.)

27(a)    Financial Data Schedule for the year ended December 31,1997.

27(b)    Financial Data Schedule for the years ended December 31, 1996 and 1995.

99       Information required by Form 11-K with respect to the Atlantic
         Southeast Airlines, Inc. Investment Savings Plan will be filed as an
         amendment to this Form 10-K within 180 days after the end of the fiscal
         year of the plan as permitted by Rule 15d-21 under the Securities
         Exchange Act of 1934.

         * The referenced exhibit is a compensatory contract, plan or
           arrangement.




                                      -ix-