<PAGE>
As filed with the Securities and Exchange Commission on
December 7, 1995.
Registration No. 33-________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
Incorporated COMAIR HOLDINGS, INC. I.R.S. Employer
Under the Laws P. O. BOX 75021 Identification No.
of Kentucky CINCINNATI/NORTHERN 31-1243613
KENTUCKY INTERNATIONAL AIRPORT
CINCINNATI, OHIO 45275
__________________________________
COMAIR SAVINGS AND INVESTMENT PLAN
___________________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
Common Stock, 1,250,000* $34.125** $42,656,250** $14,710***
No par value* Shares
_________________________________________________________________
* This Registration Statement is filed for up to 1,250,000
shares of Common Stock issuable pursuant to the Comair
Savings and Investment Plan (the "Plan"). In addition, this
Registration Statement also covers an indeterminate amount
of interests offered or sold pursuant to the Plan.
** Estimated solely for purposes of calculating registration
fee.
*** Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on The NASDAQ Stock Market on December
4, 1995 of $34.125 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Comair Holding, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange
Commission are incorporated herein by reference and made a part
hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 and September 30, 1995.
3. The description of the Company's Common Stock contained
in a Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on September 14,
1981.
4. The Comair Holdings, Inc. Savings and Investment Plan
Annual Report on Form 11-K for the Plan year ended
March 31, 1995.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all Common Stock offered
has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Richard D. Siegel, the Company's Secretary, is a partner of
Keating, Muething & Klekamp. Attorneys of Keating, Muething &
Klekamp own 39,527 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 271B.8-500 et seq. of the Kentucky 1988 Business
Corporation Act (the "Act") allows indemnification by the Regis-
trant of any individual made or threatened to be made a party to
any proceeding, except a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, against liability
incurred, including judgments and fines, if he acted in good
faith and in a manner reasonably believed to be (i) in the case
of conduct in his official capacity with the Registrant, in the
best interests of the Registrant and (ii)in all other cases, at
least not opposed to the best interests of the Registrant, and
with respect to criminal actions, no reasonable cause to believe
that his conduct was unlawful. Indemnification is not permitted
in a proceeding in which the individual is adjudged liable on the
basis that personal benefit was improperly received. Similar
provisions apply to actions brought by or in the right of the
Registrant, except that no indemnification shall be made in a
proceeding in which the individual shall have been adjudged
liable to the Registrant, unless a court determines that in light
of all the circumstances, such person is entitled to
indemnification. Indemnification permitted in connection with a
proceeding by or in the right of the Registrant is limited to
reasonable expenses incurred in connection with the proceeding.
Permissive indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders. The right to indemnification is mandatory in the
case of a director or officer who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he
was a party because he is or was an officer or director of the
Registrant. Mandatory indemnification may be made by a court of
competent jurisdiction.
Article V of the Registrant's By-Laws provides that the
Registrant shall, to the fullest extent permitted by the Act,
indemnify officers and directors against all costs and expenses,
including judgments and fines, reasonably incurred in connection
with a defense of any claim asserted or suit or proceeding
brought against such person by reason of conduct or actions as a
director or officer. The Registrant may provide indemnification
for any other person the Registrant has the power to indemnify
under the Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
See the Index to Exhibits included herewith at page 8.
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio, on December 7, 1995.
COMAIR HOLDINGS, INC.
By: /s/ David R. Mueller
_________________________
David R. Mueller, Chairman
of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. The
persons whose names are marked with an asterisk (*) below hereby
designate David R. Mueller or David A. Siebenburgen as Attorney-
In-Fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
/s/ David R. Mueller Chairman of the December 7, 1995
______________________ Board of Directors,
David R. Mueller Chief Executive
Officer
/s/ David A. President, Chief December 7, 1995
Siebenburgen Operating Officer,
______________________ and Director
David A. Siebenburgen
/s/ Raymond A. Mueller Director December 7, 1995
______________________
Raymond A. Mueller*
/s/ Robert H. Director December 7, 1995
Castellini
______________________
Robert H. Castellini*
/s/ Christopher J. Director December 7, 1995
Murphy, III
______________________
Christopher J. Murphy,
III*
Director December 7, 1995
<PAGE>
/s/ Gerald L. Wolken
_______________________
Gerald L. Wolken*
/s/ Maurice W. Worth Director December 7, 1995
_______________________
Maurice W. Worth*
/s/ Peter H. Forster Director December 7, 1995
_______________________
Peter H. Forster
Director December 7, 1995
/s/ John A. Haas
_______________________
John A. Haas Senior Vice Presi- December 7, 1995
dent Finance, Chief
/s/ Randy D. Rademacher Financial Officer
_______________________
Randy D. Rademacher
EXHIBIT INDEX
Exhibit No. Description Page
5 Opinion of Keating, Muething Filed herewith
& Klekamp
23.1 Consent of Arthur Andersen Filed herewith
LLP
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
24 Power of Attorney (included Filed herewith
on signature page)
<PAGE>
FACSIMILE (513) 579-6957
December 7, 1995
Direct Dial: (513) 579-6411
Comair Holdings, Inc.
P. O. Box 75021
Cincinnati/Northern Kentucky International Airport
Cincinnati, Ohio 45275
Gentlemen:
We serve as your general counsel and are familiar with your
Articles of Incorporation, Bylaws and corporate proceedings
generally. We have reviewed the corporate records as to the
establishment of the Comair Savings and Investment Plan which
calls for the issuance of shares of Common Stock to employees of
the Company. Based solely upon such examination and consider-
ations, we are of the opinion:
1. That Comair Holdings, Inc. is a duly organized and
validly existing corporation under the laws of Kentucky; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of up
to 1,250,000 shares of Common Stock pursuant to the Comair
Savings and Investment Plan and the Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable
shares of Common Stock of the Company free of any claim of pre-
emptive rights.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the afore-
said Common Stock and to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP
BY: /s/ Gary P. Kreider
_______________________
Gary P. Kreider
rjh
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EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated May 17, 1995 included or incorporated by reference
in Comair Holdings, Inc. and subsidiaries Form 10-K for the year
ended March 31, 1995 and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
December 7, 1995
