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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 13E-3/A
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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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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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 Person(s) Filing Statement)
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With a Copy to:
Joseph Rinaldi
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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: [ ]
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This Final Amendment amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed on October 22, 1999, as previously amended
and supplemented by Amendment No. 1 thereto dated November 1, 1999, Amendment
No. 2 thereto dated November 5, 1999, Amendment No. 3 thereto dated November
12, 1999, and Amendment No. 4 thereto dated November 12, 1999 (as so amended
and supplemented, the "Schedule 13E- 3"), 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"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the tender 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 the related Letter of Transmittal (which together constitute
the "Offer"), copies of which are filed as Exhibits (d)(1) and (d)(2) to the
Schedule 13E-3.
Capitalized terms not separately defined herein shall have the meanings
specified in the Schedule 13E-3.
Item 16. Additional Information
Item 16 is hereby amended and supplemented as follows:
On November 22, 1999, Delta issued a press release, attached hereto as
Exhibit (d)(9), announcing that the Offer expired, as scheduled, at 12:00
midnight, New York City time, on Friday, November 19, 1999. The information set
forth in the press release is incorporated herein by reference.
Item 17. Material to Be Filed as Exhibits
Item 17 is hereby amended and supplemented as follows:
(d)(9) Press Release issued by Delta dated November 22, 1999.
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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 22, 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
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EXHIBIT INDEX
Exhibit No. Description
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(d)(9) Press Release issued by Delta dated November 22, 1999.
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Exhibit (d)(9)
Contact: Corporate Communications
404-715-2554
DELTA COMPLETES TENDER OFFER
FOR COMAIR HOLDINGS, INC.
ATLANTA, November 22, 1999 - Delta Air Lines, Inc. announced today that
its tender offer to purchase all outstanding shares of common stock of COMAIR
Holdings, Inc. for $23.50 per share in cash expired, as scheduled, at 12:00
Midnight, New York City time, on Friday, November 19, 1999. Delta, through a
wholly-owned subsidiary, accepted for purchase and purchased all COMAIR shares
validly tendered and not withdrawn prior to the expiration of the offer.
Approximately 64.9 million shares of COMAIR common stock (about 87.2
percent of the outstanding shares not already beneficially owned by Delta
prior to the beginning of the tender offer), including shares tendered
pursuant to guarantees of delivery, were validly tendered and not withdrawn.
As a result, Delta now beneficially owns approximately 90.0 percent of the
total number of outstanding shares of COMAIR common stock (including the 21.1
million shares of COMAIR common stock beneficially owned by Delta prior to the
beginning of the tender offer). Payment for shares validly tendered is
expected to be made by Harris Trust Company of New York, acting as depositary
for the tender offer, promptly in accordance with the terms of the offer.
"COMAIR is a terrific regional airline with highly respected leadership,
talented people, and an outstanding record of financial and operational
performance," said Leo Mullin, Delta chairman, president and chief executive
officer. "This new relationship will permit us to work more closely to
integrate COMAIR's operation into the Delta Connection Carrier network, with
even better opportunities to fulfill a key Delta objective - to get passengers
from anywhere to everywhere."
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Delta, named Airline of the Year by Air Transport World magazine and
"Best-Managed Major Airline" for 1999 by Aviation Week & Space Technology
magazine, is the world's most flown carrier. More than 105 million passengers
traveled on Delta in 1998. Delta, Delta Express, the Delta Shuttle, the Delta
Connection carriers and Delta's Worldwide Partners operate 5,340 flights each
day to 361 cities in 62 countries.
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