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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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COMAIR HOLDINGS, INC.
(Name of Issuer)
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COMAIR HOLDINGS, INC.
DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, INC.
KENTUCKY SUB, INC.
(Name of Person(s) Filing Statement)
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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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<TABLE>
<S> <C>
Robert S. Harkey, Esquire Randy D. Rademacher
Senior Vice President - General Counsel Senior Vice President and Chief Financial Officer
Delta Air Lines, Inc. Comair Holdings, Inc.
Hartsfield Atlanta International Airport P.O. Box 75021
Atlanta, Georgia 30320 Cincinnati, Ohio 45275
(404) 715-2387 (606) 767-2550
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Joseph Rinaldi, Esq. Peter D. Lyons, Esq. Richard D. Siegel, Esq.
Davis Polk & Wardwell Shearman & Sterling Keating, Muething & Klekamp P.L.L.
450 Lexington Avenue 599 Lexington Avenue 1800 Provident Tower
New York, New York 10017 New York, New York 10022 One East Fourth Street
(212) 450-4000 (212) 848-4000 Cincinnati, Ohio 45202
(513) 579-6400
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$1,804,813,865 $360,963
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* Calculated by multiplying $23.50, the merger consideration to be paid per
share in the Merger, by 76,800,590, which represents the maximum number of
shares of common stock outstanding on November 19, 1999 (including shares
issuable in exchange for options which are vested and exercisable as of
such date, but excluding shares of common stock owned on such date by
Delta Air Lines, Inc. and its affiliates).
** Calculated as 1/50 of 1% of the transaction value.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
Amount previously paid: $360,963 Filing party: Delta Air Lines, Inc.
Form or registration no.: Schedule 14D-1 Date filed: October 22,1999
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<PAGE>
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by Comair Holdings, Inc., a Kentucky corporation
("Comair"), Delta Air Lines, Inc., a Delaware corporation ("Delta"), Kentucky
Sub, Inc., a Kentucky corporation and an indirect, wholly owned subsidiary of
Delta ("Kentucky Sub"), and Delta Air Lines Holdings, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Delta ("Delta Holdings"),
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended,
and Rule 13e-3 thereunder, in connection with the Preliminary Information
Statement on Schedule 14C filed by Comair with the Securities and Exchange
Commission (the "SEC") on November 16, 1999 (the "Preliminary Information
Statement"), relating to the special meeting of Comair shareholders to be
conducted at least 20 days after the mailing to Comair shareholders of a
Definitive Information Statement, which mailing will occur after the
consummation of the Offer (defined below). At the special meeting, Comair
shareholders will vote to approve the merger (the "Merger") of Kentucky Sub
with and into Comair pursuant to the terms of the Agreement and Plan of Merger
dated as of October 17, 1999, as amended by Amendment No. 1 thereto dated as
of November 10, 1999 (as so amended, the "Merger Agreement"), among Comair,
Delta and Kentucky Sub. A copy of the Merger Agreement has been previously
filed as Exhibit 3 to the Schedule 13D/A (Amendment No. 3) filed by Delta and
Delta Holdings with the SEC on October 18, 1999, and a copy of Amendment No. 1
to the Merger Agreement has been previously filed as Exhibit (a)(8) to the
Tender Offer Statement on Schedule 14D-1 filed by Delta, Delta Holdings and
Kentucky Sub with the SEC on October 22, 1999 (as amended through the date
hereof, the "Delta Schedule 14D-1").
The Merger is the second and final step in the acquisition by Delta
pursuant to the terms of the Merger Agreement of all of the outstanding shares
of common stock, no par value (the "Shares"), of Comair. The first step is the
proposed acquisition by Kentucky Sub in the Offer of a number of Shares which,
when taken together with Shares already beneficially owned by Delta,
constitutes at least two-thirds of all outstanding Shares on a fully diluted
basis (the "Minimum Condition"). The Offer is a tender offer by Kentucky Sub
for all of the issued and outstanding Shares of Comair, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 22,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which have previously been filed
as Exhibits (a)(1) and (a)(2) to the Delta Schedule 14D-1. The Offer is
scheduled to expire on November 19, 1999, unless extended. Upon consummation
of the Offer (which is conditioned on, among other things, satisfaction of the
Minimum Condition), Comair has agreed pursuant to the terms of the Merger
Agreement to call a special meeting of shareholders at which Comair
shareholders will vote upon the Merger. If the Offer is consummated, Delta and
its affiliates would, at the time of the special meeting, own a sufficient
number of Shares to approve the Merger. Upon consummation of the Merger, (a)
Kentucky Sub will be merged with and into Comair, with Comair continuing as
the surviving corporation, and (b) each outstanding Share (other than Shares
owned by Delta or any of its affiliates or Shares held by shareholders, if
any, of Comair who are entitled to and who properly exercise dissenters'
rights under the Kentucky Business Corporation Act) shall be converted into
the right to receive $23.50 per Share in cash, without interest thereon,
payable to the holder of such Share.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Preliminary
Information Statement of certain of the information required to be included in
this Schedule 13E-3. The information set forth in the Preliminary Information
Statement, including Annex A thereto, is hereby expressly incorporated herein
by reference as set forth in the Cross Reference Sheet and the responses in
this Schedule 13E-3, and such responses are qualified in their entirety by
reference to the information contained in the Preliminary Information
Statement and Annex A thereto. Unless otherwise noted, all cross references in
this Schedule 13E-3 refer to captions in the Preliminary Information
Statement. Certain information required to be included in this Schedule 13E-3
but not required to be contained in the Preliminary Information Statement is
incorporated by reference to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Comair with the SEC on October 22, 1999 (as amended
through the date hereof, the "Comair Schedule 14D-9"), the Delta Schedule
14D-1 or the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by
Delta, Delta Holdings and Kentucky Sub with the SEC on October 22, 1999 (as
amended through the date hereof, the "Delta Schedule 13E-3").
2
<PAGE>
<TABLE>
CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
<S> <C>
Item 1(a).................................... Cover Page and "Summary--Transaction Parties"
Item 1(b).................................... Cover Page and "Information Concerning the Special
Meeting--Record Date; Outstanding Shares Entitled to Vote;
Quorum"
Item 1(c) and (d)............................ "Certain Information Concerning Comair and the Shares--Price
Range of Shares; Dividends"
Item 1(e).................................... Not Applicable
Item 1(f).................................... "Certain Information Concerning Comair and the
Shares--Repurchases of Shares by Comair" and "Summary--The
Transaction"
Items 2(a)-(f)............................... *
Item 3(a).................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Merger Agreement" and "Interests of Certain Persons in
the Merger"
Item 3(b).................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Plans for Comair after the Merger" and "The
Merger--Merger Agreement"
Item 4(a).................................... Cover Page, "Summary", "Information Concerning the Special
Meeting--Exchange and Payment Procedures", "The Merger--
Merger Agreement" and "Dissenters' Rights"
Item 4(b).................................... "Interests of Certain Persons in the Merger"
Items 5(a)-(e)............................... "The Merger--Plans for Comair after the Merger" and "The
Merger--Merger Agreement"
Items 5(f) and (g)........................... "The Merger--Certain Consequences of the Merger"
Item 6(a).................................... "The Merger--Financing of the Offer and the Merger"
Item 6(b).................................... *
Item 6(c).................................... "The Merger--Financing of the Offer and the Merger"
Item 6(d).................................... Not Applicable
Item 7(a).................................... "The Merger--Purpose and Structure of the Merger; Reasons of
Delta for the Merger", "The Merger--Plans for Comair after
the Merger" and "The Merger--Position of Delta, Kentucky
Sub and Delta Holdings Regarding Fairness of the Merger"
3
<PAGE>
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
Item 7(b).................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board" and
"The Merger--Purpose and Structure of the Merger; Reasons of
Delta for the Merger"
Item 7(c).................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board",
"The Merger--Purpose and Structure of the Merger; Reasons of
Delta for the Merger", "The Merger--Position of Delta, Kentucky
Sub and Delta Holdings Regarding Fairness of the Merger" and
"The Merger--Plans for Comair after the Merger"
Item 7(d).................................... "Summary", "The Merger--Background of the Offer and the
Merger", "The Merger--Recommendation and Reasons of the
Comair Board", "The Merger--Purpose and Structure of the
Merger; Reasons of Delta for the Merger", "The Merger--Position
of Delta, Kentucky Sub and Delta Holdings Regarding Fairness of
the Merger", "The Merger--Plans for Comair after the Merger",
"The Merger--Certain Consequences of the Merger", "Interests of
Certain Persons in the Merger" and "United States Federal Income
Tax Consequences"
Item 8(a), (b) and (f)....................... "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board",
"The Merger--Position of Delta, Kentucky Sub and Delta Holdings
Regarding Fairness of the Merger" and "The Merger--Purpose and
Structure of the Merger; Reasons of Delta for the Merger"
Item 8(c), (d) and (e)....................... *
Items 9(a)-(c)............................... "The Merger--Opinion of Financial Advisor to the Comair Board"
Item 10(a) and (b)........................... "Interests of Certain Persons in the Merger" and "Ownership of
Shares"
Item 11...................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Purpose and Structure of the Merger; Reasons of Delta for
the Merger", "The Merger--Plans for Comair after the Merger",
"The Merger--Merger Agreement", "Interests of Certain Persons in
the Merger" and "Certain Information Concerning Comair and the
Shares"
Item 12(a) and (b)........................... "Summary", "The Merger--Background of the Offer and the
Merger" and "The Merger--Recommendation and Reasons of the
Comair Board"
Item 13(a) and (b)........................... "Dissenters' Rights"
Item 13(c)................................... Not Applicable
Item 14(a)................................... "Certain Information Concerning Comair and the Shares" and
"Additional and Available Information"
4
<PAGE>
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PRELIMINARY INFORMATION STATEMENT
Item 14(b)................................... Not Applicable
Item 15(a)................................... "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board" and
"The Merger--Plans for Comair after the Merger"
Item 15(b)................................... "The Merger--Opinion of Financial Advisor to the Comair Board"
Item 16...................................... "The Merger--Certain Litigation"; Preliminary Information
Statement generally
Item 17...................................... *
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* The Item is located in the Schedule 13E-3 only.
</TABLE>
5
<PAGE>
Item 1. Issuer and Class of Security Subject to the Transaction
(a) The name of the issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction is Comair Holdings, Inc., a Kentucky
corporation, which has its principal executive offices at 2258 Tower Drive,
Erlanger, Kentucky 41018.
(b) The exact title of the class of equity securities that are the
subject of the transaction is the common stock, no par value, of Comair (the
"Shares"). As of November o, 1999, there were 95,526,431 Shares issued and
outstanding and approximately 3100 holders of record of Shares.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market is set forth in the Preliminary Information Statement under
"Certain Information Concerning Comair and the Shares--Price Range of Shares;
Dividends" and is incorporated herein by reference.
(d) The information set forth in the Preliminary Information Statement
under "Certain Information Concerning Comair and the Shares--Price Range of
Shares; Dividends" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Preliminary Information Statement
under "Certain Information Concerning Comair and the Shares--Repurchases of
Shares by Comair" and "Summary--The Transaction" is incorporated herein by
reference.
Item 2. Identity and Background
(a)-(f) This Schedule 13E-3 is filed by Comair, Delta, Delta Holdings and
Kentucky Sub.
With respect to Comair, the information set forth in the Preliminary
Information Statement under "Certain Information Concerning Comair and the
Shares--General" and "The Merger Agreement--Appointment of Comair Directors by
Delta" is incorporated herein by reference. To the best knowledge of Comair,
during the last five years, neither Comair nor any of the persons listed under
"Directors and Executive Officers" in Annex I to the Comair Schedule 14D-9 has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, Federal or state
securities laws or finding any violation of such laws.
With respect to Delta, Delta Holdings and Kentucky Sub, the response to
Item 2 of the Delta Schedule 14D-1 is incorporated herein by reference.
Item 3. Past Contacts, Transactions or Negotiations
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Merger Agreement" and "Interests of Certain Persons in the Merger" is
incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The Merger--Plans
for Comair after the Merger" and "The Merger--Merger Agreement" is
incorporated herein by reference.
6
<PAGE>
Item 4. Terms of the Transaction
(a) The information set forth in the Preliminary Information Statement on
the cover page thereof and under "Summary", "Information Concerning the
Special Meeting--Exchange and Payment Procedures", "The Merger--Merger
Agreement" and "Dissenters' Rights" is incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "Interests of Certain Persons in the Merger" is incorporated herein by
reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(e) The information set forth in the Preliminary Information
Statement under "The Merger--Plans for Comair after the Merger" and "The
Merger--Merger Agreement" is incorporated herein by reference.
(f) and (g) The information set forth under "The Merger--Certain
Consequences of the Merger" in the Preliminary Information Statement is
incorporated herein by reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Financing of the Offer and the Merger" is incorporated
herein by reference.
(b) The response to Item 6(b) of the Delta Schedule 13E-3 is incorporated
herein by reference.
(c) The information set forth in the Preliminary Information Statement
under "The Merger--Financing of the Offer and the Merger" is incorporated
herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Purpose and Structure of the Merger; Reasons of Delta for
the Merger", "The Merger--Plans for Comair after the Merger" and "The
Merger--Position of Delta, Kentucky Sub and Delta Holdings Regarding Fairness
of the Merger" is incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board" and "The
Merger--Purpose and Structure of the Merger; Reasons of Delta for the Merger"
is incorporated herein by reference.
(c) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board", "The Merger--Purpose
and Structure of the Merger; Reasons of Delta for the Merger", "The
Merger--Position of Delta, Kentucky Sub and Delta Holdings Regarding Fairness
of the Merger" and "The Merger--Plans for Comair after the Merger" is
incorporated herein by reference.
(d) The information set forth in the Preliminary Information Statement
under "Summary", "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board", "The Merger--Purpose
and Structure of the Merger; Reasons of Delta for the Merger", "The
Merger--Position of Delta, Kentucky Sub and Delta Holdings Regarding Fairness
of the Merger", "The Merger--Plans for Comair after the Merger", "The
Merger--Certain Consequences of the Merger", "Interests of Certain Persons in
the Merger" and "United States Federal Income Tax Consequences" is
incorporated herein by reference.
7
<PAGE>
If the Merger is consummated, the direct and indirect interest of Delta
in Comair's net book value and net earnings will increase to 100%, and Comair
will be an indirect, wholly owned subsidiary of Delta. Accordingly, Delta and
its subsidiaries will be entitled to all benefits resulting from that
interest, including all income generated by Comair's operations, any future
increase in Comair's value and the right to elect all members of the Board of
Directors of Comair. Similarly, Delta will also bear the risk of losses
generated by Comair's operations and any decrease in the value of Comair after
the Merger. Furthermore, after the Merger, pre-Merger shareholders (other than
Delta) will not have the opportunity to participate directly in the earnings
and growth of Comair and will not face the risk of losses generated by
Comair's operations or decline in the value of Comair.
If all of the outstanding Shares are purchased pursuant to the Merger,
Delta's beneficial interest in the net book value (shareholders' equity) as of
September 30, 1999, and net income of Comair for the six months ended
September 30, 1999, would increase to 100% or $463,214,745 and $77,810,721,
respectively.
Item 8. Fairness of the Transaction
(a), (b) and (f) The information set forth in the Preliminary Information
Statement under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board", "The Merger--Position
of Delta, Kentucky Sub and Delta Holdings Regarding Fairness of the Merger"
and "The Merger--Purpose and Structure of the Merger; Reasons of Delta for the
Merger" is incorporated herein by reference.
(c), (d) and (e) The transaction was not structured to require the
approval of at least a majority of unaffiliated holders of Shares and a
majority of the non-employee directors of Comair have not retained an
unaffiliated representative to act solely on the behalf of unaffiliated
holders of Shares. The fairness of the transaction to unaffiliated holders of
Shares is established by the other factors discussed in Item 8 above. The
Merger has been approved by all of the directors of Comair who are not
employees of Comair.
Item 9. Reports, Opinions, Appraisals And Certain Negotiations
(a)-(c) The information set forth in the Preliminary Information
Statement under "The Merger--Opinion of Financial Advisor to the Comair Board"
and in Exhibit (b)(1) hereto is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer
(a) and (b) The information set forth in the Preliminary Information
Statement under "Interests of Certain Persons in the Merger" and "Ownership of
Shares" is incorporated herein by reference. The response to Item 6 in the
Delta Schedule 14D-1 is also incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities
The information set forth in the Preliminary Information Statement under
"The Merger--Background of the Offer and the Merger", "The Merger--Purpose and
Structure of the Merger; Reasons of Delta for the Merger", "The Merger--Plans
for Comair after the Merger", "The Merger--Merger Agreement", "Interests of
Certain Persons in the Merger", and "Certain Information Concerning Comair and
the Shares" is incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Offer and the Merger
(a) and (b) The information set forth in the Preliminary Information
Statement under "Summary", "The Merger--Background of the Offer and the
Merger" and "The Merger--Recommendation and Reasons of the Comair Board" is
incorporated herein by reference.
8
<PAGE>
Item 13. Other Provisions of the Offer and the Merger
(a) and (b) The information set forth in the Preliminary Information
Statement under "Dissenters' Rights" and in Exhibit (e) hereto is incorporated
herein by reference.
(c) Not applicable.
Item 14. Financial Information
(a) The information set forth in the Preliminary Information Statement
under "Certain Information Concerning Comair and the Shares--Selected
Financial Information" and "Additional and Available Information" is
incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized
(a) The information set forth in the Preliminary Information Statement
under "The Merger--Background of the Offer and the Merger", "The
Merger--Recommendation and Reasons of the Comair Board" and "The Merger--Plans
for Comair after the Merger" is incorporated herein by reference.
(b) The information set forth in the Preliminary Information Statement
under "The Merger--Opinion of Financial Advisor to the Comair Board" is
incorporated herein by reference. Harris Trust Company of New York has been
retained as the paying agent in connection with the Merger and will be paid
reasonable and customary compensation for its services in connection with the
Merger, plus reimbursement for out-of-pocket expenses and indemnification
against certain liabilities and expenses in connection therewith, including
certain liabilities under the Federal securities laws.
Item 16. Additional Information
The information set forth in the Preliminary Information Statement under
"The Merger--Certain Litigation" and in Exhibits (g)(1) through (g)(7) to the
Delta Schedule 14D-1 is incorporated herein by reference. The information set
forth in the Preliminary Information Statement, the Comair Schedule 14D-9, the
Delta Schedule 14D-1 and the Delta Schedule 13E-3 is incorporated herein by
reference.
Item 17. Material to Be Filed as Exhibits
(a)(1) Commitment Letter from Chase Securities Inc. and The Chase
Manhattan Bank to Delta Air Lines, Inc., dated as of October 17,
1999. (Incorporated herein by reference to Exhibit (b)(1) to the
Delta Schedule 14D-1).
(b)(1) Opinion of Morgan Stanley & Co. Incorporated dated as of October
17, 1999. (Incorporated herein by reference to Exhibit (b)(1) to
the Delta Schedule 13E-3).
(b)(2) Presentation of Morgan Stanley & Co. Incorporated dated October
16, 1999. (Incorporated herein by reference to Exhibit (b)(2) to
the Delta Schedule 13E-3).
(c)(1) Stock Purchase Agreement dated June 11, 1986, between Delta and
Comair. (Incorporated herein by reference to Exhibit (c)(1) to
the Delta Schedule 14D-1).
(c)(2) Confidentiality Agreement, dated as of September 29, 1999,
between Comair and Delta. (Incorporated herein by reference to
Exhibit (c)(3) to the Delta Schedule 14D-1).
9
<PAGE>
(c)(3) Agreement and Plan of Merger, dated as of October 17, 1999, among
Comair, Delta and Kentucky Sub. (Incorporated herein by
reference to Exhibit 3 to Amendment No. 3 to the Statement on
Schedule 13D/A filed by Delta and Delta Holdings on October 18,
1999).
(c)(4) Amendment No. 1 to the Agreement and Plan of Merger dated as of
November 10, 1999, among Comair, Delta and Kentucky Sub.
(Incorporated herein by reference to Exhibit (a)(8) to the Delta
Schedule 14D-1).
(d)(1) Offer to Purchase dated October 22, 1999. (Incorporated herein
by reference to Exhibit (a)(1) to the Delta Schedule 14D-1).
(d)(2) Letter of Transmittal sent to holders of Shares. (Incorporated
herein by reference to Exhibit (a)(2) to the Delta Schedule
14D-1)
(d)(3) Notice of Guaranteed Delivery. (Incorporated herein by reference
to Exhibit (a)(3) to the Delta Schedule 14D-1).
(d)(4) Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. (Incorporated herein
by reference to Exhibit (a)(4) to the Delta Schedule 14D-1).
(d)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. (Incorporated herein by
reference to Exhibit (a)(5) to the Delta Schedule 14D-1).
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. (Incorporated herein by reference to
Exhibit (a)(6) to the Delta Schedule 14D-1).
(d)(7) Summary Advertisement as published in The Wall Street Journal on
October 22, 1999. (Incorporated herein by reference to Exhibit
(a)(7) to the Delta Schedule 14D-1).
(d)(8) Text of Press Release issued by Delta on October 18, 1999.
(Incorporated herein by reference to Exhibit 4 of Amendment No.
3 to the Statement on Schedule 13D filed by Delta and Delta
Holdings on October 18, 1999).
(e) Subtitle 271B.13 of the Kentucky Revised Statutes relating to
dissenting shareholders. (Incorporated herein by reference to
Exhibit (e) of the Delta Schedule 13E-3).
(f) Not applicable.
10
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After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
November 17, 1999
COMAIR HOLDINGS, INC.
By: /s/ Randy D. Rademacher
-------------------------------------
Name: Randy D. Rademacher
Title: Senior Vice President Finance
and Chief Financial Officer
DELTA AIR LINES, INC.
By: /s/ M. Michele Burns
-------------------------------------
Name: M. Michele Burns
Title: Vice President and Treasurer
DELTA AIR LINES HOLDINGS, INC.
By: /s/ Leslie P. Klemperer
-------------------------------------
Name: Leslie P. Klemperer
Title: Vice President and Secretary
KENTUCKY SUB, INC.
By: /s/ Dean C. Arvidson
-------------------------------------
Name: Dean C. Arvidson
Title: Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
(a)(1) Commitment Letter from Chase Securities Inc. and The Chase
Manhattan Bank to Delta Air Lines, Inc., dated as of October 17,
1999. (Incorporated herein by reference to Exhibit (b)(1) to the
Delta Schedule 14D-1)
(b)(1) Opinion of Morgan Stanley & Co. Incorporated dated as of October
17, 1999. (Incorporated herein by reference to Exhibit (b)(1) to
the Delta Schedule 13E-3).
(b)(2) Presentation of Morgan Stanley & Co. Incorporated dated October
16, 1999. (Incorporated herein by reference to Exhibit (b)(2) to
the Delta Schedule 13E-3).
(c)(1) Stock Purchase Agreement dated June 11, 1986, between Delta and
Comair. (Incorporated herein by reference to Exhibit (c)(1) to
the Delta Schedule 14D-1).
(c)(2) Confidentiality Agreement, dated as of September 29, 1999,
between Comair and Delta. (Incorporated herein by reference to
Exhibit (c)(3) to the Delta Schedule 14D-1).
(c)(3) Agreement and Plan of Merger, dated as of October 17, 1999,
among Comair, Delta and Kentucky Sub. (Incorporated herein by
reference to Exhibit 3 to Amendment No. 3 to the Statement on
Schedule 13D/A filed by Delta and Delta Holdings on October 18,
1999).
(c)(4) Amendment No. 1 to the Agreement and Plan of Merger dated as of
November 10, 1999, among Comair, Delta and Kentucky Sub.
(Incorporated herein by reference to Exhibit (a)(8) to the Delta
Schedule 14D-1).
(d)(1) Offer to Purchase dated October 22, 1999. (Incorporated herein
by reference to Exhibit (a)(1) to the Delta Schedule 14D-1).
(d)(2) Letter of Transmittal sent to holders of Shares. (Incorporated
herein by reference to Exhibit (a)(2) to the Delta Schedule
14D-1).
(d)(3) Notice of Guaranteed Delivery. (Incorporated herein by
reference to Exhibit (a)(3) to the Delta Schedule 14D-1).
(d)(4) Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. (Incorporated herein
by reference to Exhibit (a)(4) to the Delta Schedule 14D-1).
(d)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees. (Incorporated herein by
reference to Exhibit (a)(5) to the Delta Schedule 14D-1).
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. (Incorporated herein by reference to
Exhibit (a)(6) to the Delta Schedule 14D-1).
(d)(7) Summary Advertisement as published in The Wall Street Journal on
October 22, 1999. (Incorporated herein by reference to Exhibit
(a)(7) to the Delta Schedule 14D-1).
(d)(8) Text of Press Release issued by Delta on October 18, 1999.
(Incorporated herein by reference to Exhibit 4 of Amendment No.
3 to the Statement on Schedule 13D filed by Delta and Delta
Holdings on October 18, 1999).
(e) Subtitle 271B.13 of the Kentucky Revised Statutes relating to
dissenting shareholders. (Incorporated herein by reference to
Exhibit (e) of the Delta Schedule 13E-3).
