WORLD AIR HOLDINGS, INC.

election_required = True...y shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Odd lot holders may specify only a single price for all of their shares or otherwise indicate their acceptance of the price determined by the Company in accordance with the terms...

expiry = 2006-10-06...ffer to Purchase for Cash Up to 2,222,222 Shares of its Common Stock at a Purchase Price Not Greater Than $9.50 nor Less Than $9.00 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON OCTOBER 6, 2006, UNLESS THE TENDER OFFER IS EXTENDED. World Air Holdings, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 2,222,222 shares of its Common Stock, $.001 par value per share (the “Common Stock”), at a...

listed = True...ions and requests for assistance may be directed to Scott & Stringfellow, Inc. (the “Dealer Manager”). Addresses and telephone numbers for each of the Depositary and the Dealer Manager are set forth on the back cover of this Offer to Purchase. The shares were traded on the Nasdaq National Market (“Nasdaq”) of The Nasdaq-Amex Market Group under the symbol “WLDA” until May 22, 2006 when the Common Stock was de-listed from Nasdaq. This action was the result of a Nasdaq hearing panel determining that we had not met the requirement that we be current in our required reporting obligations under Nasdaq Market Place Rule 4310(c)(14), principally because of our...

mechanism = DUTCH...re complete discussion where helpful. Who is offering to purchase my shares? World Air Holdings, Inc. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $9.00. The prices that may be specified increase in increments of $0.10 up to $9.50, the highest price that may be specified. The price range for the Tender Offer is...

mechanism = DUTCH...ONTACT: INVESTOR CONTACT: Steve Forsyth Janice Kuntz (770) 632-8322 (404) 352-2841 WORLD AIR HOLDINGS ANNOUNCES FINAL RESULTS OF TENDER OFFER PEACHTREE CITY, Ga. (Oct. 12, 2006) – World Air Holdings, Inc. (OTC:WLDA.PK) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight Eastern time on Friday, Oct. 6, 2006. Based upon the final tabulation by the depositary for the tender offer, 4,805,859 shares of common stock were properly tendered and not withdrawn, and 2,846,617 of such shares were tendered at or below a purchase price of $9.20 per share. World Air Holdi...

must_tender_all = True...ow the purchase price? If more than 2,222,222 shares are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows: • first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basi...

price = USD 9.0-9.5...shares. The lowest price that may be specified is $9.00. The prices that may be specified increase in increments of $0.10 up to $9.50, the highest price that may be specified. The price range for the Tender Offer is $9.00 to $9.50 per share. After the Tender Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy 2,222,222 sha...

price = USD 9.2...ulation by the depositary for the tender offer, 4,805,859 shares of common stock were properly tendered and not withdrawn, and 2,846,617 of such shares were tendered at or below a purchase price of $9.20 per share. World Air Holdings has accepted for purchase 2,222,222 shares of its common stock at a price of $9.20 per share. These shares represent approximately 9 percent of the shares outstanding as of Sept.1, 2006. The deposita...

threshold = 100...ons will apply to the greater number of shares. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for paymen...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g03309exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 9-11-06 EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 9-11-06 Exhibit (a)(1)(A) WORLD AIR HOLDINGS, INC. Offer to Purchase for Cash Up to 2,222,222 Shares of its Common Stock at a Purchase Price Not Greater Than $9.50 nor Less Than $9.00 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EA...

txn_type = TENDER_OFFER...SS RELEASE DATED OCTOBER 13, 2006 EX-99.(A)(5)(C) PRESS RELEASE DATED OCT. 13, 2006 Exhibit (a)(5)(C) FOR IMMEDIATE RELEASE MEDIA CONTACT: INVESTOR CONTACT: Steve Forsyth Janice Kuntz (770) 632-8322 (404) 352-2841 WORLD AIR HOLDINGS ANNOUNCES FINAL RESULTS OF TENDER OFFER PEACHTREE CITY, Ga. (Oct. 12, 2006) – World Air Holdings, Inc. (OTC:WLDA.PK) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight Eastern time on Friday, Oct. 6, 2006. Based upon the final tabulation by the depositary for the tender offer, 4,805,859 shares of common stock were pr...

accepted = 2222222...er offer, 4,805,859 shares of common stock were properly tendered and not withdrawn, and 2,846,617 of such shares were tendered at or below a purchase price of $9.20 per share. World Air Holdings has accepted for purchase 2,222,222 shares of its common stock at a price of $9.20 per share. These shares represent approximately 9 percent of the shares outstanding as of Sept.1, 2006. The depositary has advised World Air Holdings that the final proration factor was approximately 78 percent. Any “odd lot” shares of com...

final_price = 9.2...d upon the final tabulation by the depositary for the tender offer, 4,805,859 shares of common stock were properly tendered and not withdrawn, and 2,846,617 of such shares were tendered at or below a purchase price of $9.20 per share. World Air Holdings has accepted for purchase 2,222,222 shares of its common stock at a price of $9.20 per share. These shares represent approximately 9 percent of the shares outstanding as of Sept.1, 2006. The depositary has advised World Air Holdings that the final proration f...

tendered = 4805859...nal results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight Eastern time on Friday, Oct. 6, 2006. Based upon the final tabulation by the depositary for the tender offer, 4,805,859 shares of common stock were properly tendered and not withdrawn, and 2,846,617 of such shares were tendered at or below a purchase price of $9.20 per share. World Air Holdings has accepted for purchase 2,222,222 shares of its common stock at a price of $9.20 per share. These shares represent approximately 9 percent of the s...