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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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COMAIR HOLDINGS, INC.
(Name of Issuer)
DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, INC.
KENTUCKY SUB, INC.
(Bidders)
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Common Stock, No Par Value
(Title of Class of Securities)
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199789 10 8
(CUSIP Number of Class of Securities)
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Robert S. Harkey, Esquire
Senior Vice President - General Counsel
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
(404) 715-2387
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
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With Copies to:
Joseph Rinaldi
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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October 22, 1999
(Date Tender Offer First Published, Sent or Given to Security Holder)
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CUSIP No. 199789 10 8
14D-1/A
1. NAMES OF REPORTING PERSONS
Delta Air Lines, Inc.
IRS IDENTIFICATION NO. 58-0218548
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,072,655
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
22.06%
10. TYPE OF REPORTING PERSON
CO
2
<PAGE>
CUSIP No. 199789 10 8
14D-1/A
1. NAMES OF REPORTING PERSONS
Delta Air Lines Holdings, Inc., a wholly owned subsidiary of Delta Air
Lines, Inc.
IRS IDENTIFICATION NO. 51-0323487
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,072,655
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
22.06%
10. TYPE OF REPORTING PERSON
CO
3
<PAGE>
CUSIP No. 199789 10 8
14D-1/A
1. NAMES OF REPORTING PERSONS
Kentucky Sub, Inc., an indirect wholly owned subsidiary of Delta Air
Lines, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
KENTUCKY
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,072,655
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
22.06%
10. TYPE OF REPORTING PERSON
CO
4
<PAGE>
This Amendment No.4 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as previously amended, the "Schedule 14D-1") originally filed on
October 22, 1999, by (i) Delta Air Lines, Inc., a Delaware corporation
("Delta"), (ii) Kentucky Sub, Inc., a Kentucky corporation and an indirect,
wholly owned subsidiary of Delta ("Kentucky Sub"), and (iii) Delta Air Lines
Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of
Delta ("Delta Holdings"), relating to the offer by Kentucky Sub to purchase all
of the issued and outstanding shares (the "Shares") of common stock, no par
value, of Comair Holdings, Inc., a Kentucky corporation ("Comair"), at a price
of $23.50 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated October 22, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and
(a)(2) to the Schedule 14D-1.
Capitalized terms not separately defined herein shall have the meanings
specified in the Schedule 14D-1.
Item 10. Additional Information
Item 10 (f) is hereby amended and supplemented as follows:
The second paragraph under "Special Factors - Interests of Certain Persons
in the Offer and the Merger - Chairman/Chief Executive Officer and
President/Chief Operating Officer - Employment Agreements", the second paragraph
under "Special Factors - Interests of Certain Persons in the Offer and the
Merger - Senior Vice Presidents - Employment Agreements" and the second
paragraph under "Interests of Certain Persons in the Merger-Vice Presidents -
Employment Agreements", each of which is incorporated by reference in Item 10(f)
of the Schedule 14D-1, are hereby amended and supplemented by adding the
following sentence at the end of each such paragraph:
"Alternatively, such employees could agree to receive such payments 45
days after the consummation of the Offer and in such event would receive
interest at a rate of 8% per annum on the amounts that otherwise would have been
payable upon the consummation of the Offer."
5
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 12, 1999 DELTA AIR LINES, INC.
By: /s/ M. Michele Burns
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Name: M. Michele Burns
Title: Vice President and Treasurer
DELTA AIR LINES HOLDINGS, INC.
By: /s/ Leslie P. Klemperer
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Name: Leslie P. Klemperer
Title: Vice President and Secretary
KENTUCKY SUB, INC.
By: /s/ Dean C. Arvidson
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Name: Dean C. Arvidson
Title: Secretary
