================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FINAL AMENDMENT TO
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
-----------------------
COMAIR HOLDINGS, INC.
(Name of Issuer)
-----------------------
COMAIR HOLDINGS, INC.
DELTA AIR LINES, INC.
DELTA AIR LINES HOLDINGS, INC.
(Name of Person(s) Filing Statement)
-----------------------
Common Stock, No Par Value
(Title of Class of Securities)
-----------------------
199789 10 8
(CUSIP Number of Class of Securities)
-----------------------
Robert S. Harkey, Esq. Randy D. Rademacher
Senior Vice President - General Counsel Senior Vice President and
Delta Air Lines, Inc. Chief Financial Officer
Hartsfield Atlanta International Airport Comair Holdings, Inc.
Atlanta, Georgia 30320 P.O. Box 75021
(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)
-----------------------
<TABLE>
With Copies to:
<S> <C> <C>
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: |_|
================================================================================
<PAGE>
INTRODUCTION
This Final Amendment amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3, dated November 17, 1999, as amended on December 9,
1999 (as so amended, the "Schedule 13E-3"), filed by Comair Holdings, Inc., a
Kentucky corporation ("Comair"), Delta Air Lines, Inc., a Delaware corporation
("Delta"), Kentucky Sub, Inc., a Kentucky corporation ("Kentucky Sub") and an
indirect, wholly owned subsidiary of Delta, and Delta Air Lines Holdings, Inc.,
a Delaware corporation ("Delta Holdings") and a direct wholly owned subsidiary
of Delta, 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"), and the Definitive Information Statement on Schedule
14C filed by Comair with the SEC on December 9, 1999.
Item 16. Additional Information
Item 16 is hereby amended and supplemented as follows:
At a special meeting of the shareholders of Comair held on January 11,
2000, the shareholders of Comair approved the merger of Kentucky Sub with and
into Comair. The merger was effected pursuant to an Agreement and Plan of Merger
dated as of October 17, 1999, as amended, by and among Comair, Delta and
Kentucky Sub, and constituted the second and final step of the acquisition by
Delta of Comair. The first step of the acquisition was a tender offer by
Kentucky Sub, which commenced on October 22, 1999, for all outstanding shares of
Comair at a purchase price of $23.50 per share, net to the seller in cash.
Pursuant to the tender offer, which expired on November 19, 1999, Delta
increased its beneficial ownership of Comair from approximately 20% to
approximately 90%.
The merger became effective on January 11, 2000, upon its approval by
Comair shareholders and the filing of a Certificate of Merger with the Secretary
of State of the Commonwealth of Kentucky. As a result of the completion of the
merger, Comair is now a wholly owned subsidiary of Delta and shares held by all
persons who are not affiliated with Comair or Delta and who have not timely
exercised dissenters' rights have been converted into the right to receive the
merger consideration of $23.50 per share, without interest, net to the seller in
cash. As of the close of business on January 11, 2000, Delta Holdings and up to
three dissenting shareholders were the only holders of record of Comair.
Item 17. Material to Be Filed as Exhibits
Item 17 is hereby amended and supplemented as follows:
(d)(11) Certificate of Merger filed with the Secretary of State of the
Commonwealth of Kentucky on January 11, 2000.
(d)(12) Press Release issued by Delta, dated January 11, 2000.
2
<PAGE>
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.
January 11, 2000
COMAIR HOLDINGS, INC.
By: /s/ Dean C. Arvidson
----------------------------------------------
Name: Dean C. Arvidson
Title: Assistant Secretary
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
<PAGE>
EXHIBIT INDEX
(d)(11) Certificate of Merger filed with the Secretary of State of the
Commonwealth of Kentucky on January 11, 2000.
(d)(12) Press Release issued by Delta, dated January 11, 2000.
EXHIBIT (d)(11)
ARTICLES OF MERGER
PROVIDING FOR THE MERGER OF
KENTUCKY SUB, INC. WITH AND INTO
COMAIR HOLDNGS, INC.
Comair Holdings, Inc., as the surviving corporation, executes and delivers
these Articles of Merger for filing in accordance with Section 271B.11-050 of
the Kentucky Business Corporation Act.
First: The Agreement and Plan of Merger, dated as of October 17, 1999, as
amended on November 10, 1999 (the "Merger Agreement"), among Comair Holdings,
Inc., a Kentucky corporation ("Comair Holdings"), Delta Air Lines, Inc., a
Delaware corporation, and Kentucky Sub, Inc., a Kentucky corporation ("Kentucky
Sub"), providing for the merger of Kentucky Sub with and into Comair Holdings,
which is designated the surviving corporation, including the attachment with
the text of amendments to the articles of incorporation of Comair Holdings
pursuant to Section 3.01 of the Merger Agreement, is attached as Exhibit A and
incorporated herein by reference.
Second: The Merger Agreement was approved by the shareholders of Kentucky
Sub and Comair Holdings, as follows:
As to Kentucky Sub: The designation, number of outstanding shares and
number of votes entitled to be cast by each voting group of Kentucky Sub
entitled to vote separately on the Merger Agreement were as follows:
Designation of No. of No. of Votes
Voting Group Outstanding Shares Entitled to be Cast
------------ ------------------ -------------------
Common Stock 100 100
The total number of undisputed votes cast for the Merger Agreement by the
holders of Common Stock of Kentucky Sub, constituting the only voting group of
Kentucky Sub entitled to vote on the Merger Agreement was 100. The number of
votes cast for the Merger Agreement by the holders of Common Stock of Kentucky
Sub was sufficient for approval by that voting group.
As to Comair Holdings: The designation, number of outstanding shares and
number of votes entitled to be cast by each voting group of Comair Holdings
entitled to vote separately on the Merger Agreement were as follows:
Designation of No. of No. of Votes
Voting Group Outstanding Shares Entitled to be Cast
------------ ------------------ -------------------
Common Stock 95,526,431 95,526,431
The total number of undisputed votes cast for the Merger Agreement by the
holders of Common Stock of Comair Holdings, constituting the only voting group
of Comair Holdings entitled to vote on the Merger Agreement was 85,832,237. The
number of votes cast for the Merger Agreement by the holders of Common Stock of
Comair Holdings was sufficient for approval by that voting group.
<PAGE>
Executed as of this 11th day of January, 2000.
KENTUCKY SUB, INC. COMAIR HOLDINGS, INC.
By /s/ Dean C. Arvidson By /s/ Frederick W. Reid
---------------------- -----------------------
Dean C. Arvidson Frederick W. Reid
Title Secretary Title Chairman of the Board
---------- ----------------------
EXHIBIT (d)(12)
CONTACT: Corporate Communications
404/715-2533
DELTA COMPLETES ACQUISITION OF COMAIR HOLDINGS
ATLANTA, Jan, 11, 2000 -- Delta Air Lines announced today that it has
completed its acquisition of Comair Holdings, Inc. Comair Holdings owns all of
the outstanding shares of COMAIR, Inc. (COMAIR), a Delta Connection carrier.
As a result of the completion of the acquisition, Comair Holdings is
now a wholly owned subsidiary of Delta and each outstanding share of Comair
Holdings common stock was converted into the right to receive $23.50 per share
in cash, without interest.
Delta also stated that instructions will be mailed shortly to former
Comair Holdings shareholders regarding the procedures to follow to receive
payment for their shares.
"COMAIR is a highly successful regional airline, and this acquisition
by Delta will permit both airlines to further improve customer service," said
Frederick Reid, Delta's executive vice president and chief marketing officer,
who also serves as chairman of COMAIR, Atlantic Southeast Airlines (ASA) and
Delta Connection Inc., a new Delta subsidiary that manages the Delta Connection
program.
"Delta and COMAIR now will be able to provide more integrated
schedules and more innovative use of regional jets across Delta's route
system," Reid said. "Regional jets support growth of Delta's mainline service
through enhanced traffic feed to our hubs, while freeing Delta jets for more
profitable and efficient use on longer-haul flights and new destinations."
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. A record 106 million passengers
traveled on Delta in 1999. Delta, Delta Express, Delta Shuttle, the Delta
Connection carriers and Delta's Worldwide Partners operate 5,423 flights each
day to 365 cities in 60 countries. Delta's Web site is www.delta-air.com.
<PAGE>
- 2 -
COMAIR, a Delta Connection airline named "Best-Managed Regional
Airline" in 1999 by Aviation Week & Space Technology magazine, serves more than
6.4 million customers annually through its hubs in Cincinnati and Orlando, Fla.
The airline serves 89 cities in 32 states and three countries with the largest
fleet of regional jets in the world.
###
