================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 4)
COMAIR HOLDINGS, INC.
(Name of Subject Company)
----------------------------
Comair Holdings, Inc.
(Name of Person Filing Statement)
Common Stock, no par value per share
(Title of Classes of Securities)
199789108
(CUSIP Number of Class of Securities)
------------------------------
Randy D. Rademacher
Senior Vice President Finance and Chief Financial Officer
Comair Holdings, Inc.
P.O. Box 75021, Cincinnati, Ohio 45275
(606) 767-2550
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
-----------------------------
With a copy to:
Peter D. Lyons, Esq. Richard D. Siegel, Esq.
Shearman & Sterling Keating, Muething & Klekamp P.L.L.
599 Lexington Avenue 1800 Provident Tower
New York, New York 10022 One East Fourth Street
(212) 848-4000 Cincinnati, Ohio 45202
(513) 579-6400
================================================================================
<PAGE>
This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on October 22, 1999, as amended (the
"Schedule 14D-9"), by Comair Holdings, Inc., a Kentucky corporation ("Comair"),
relating to the offer by Delta Air Lines, Inc., a Delaware corporation, to
purchase through its indirect, wholly owned subsidiary Kentucky Sub, Inc., a
Kentucky corporation, all of the issued and outstanding shares of common stock
(the "Shares"), no par value, of 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 Merger Agreement.
Capitalized terms used but not defined herein have the meaning ascribed
to them in the Schedule 14D-9.
Item 3. IDENTITY AND BACKGROUND
(b)(1) 1. Chairman/Chief Executive Officer and President/Chief
Operating Officer -- Employment Agreements
The second paragraph of the section entitled "Chairman/Chief Executive
Officer and President/Chief Operating Officer -- Employment Agreements" is
hereby amended and supplemented by adding the following sentence at the end
thereof:
"Alternatively, Messrs. Mueller and Siebenburgen 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."
(b)(1) 2. Senior Vice Presidents -- Employment Agreements
The second paragraph of the section entitled "Senior Vice Presidents --
Employment Agreements" is hereby amended and supplemented by adding the
following sentence at the end thereof:
"Alternatively, Messrs. Stuart, Curran and Rademacher and Ms.
Noble 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."
(b)(1) 3. Vice Presidents -- Employment Agreements
The second paragraph of the section entitled "Vice Presidents --
Employment Agreements" is hereby amended and supplemented by adding the
following sentence at the end thereof:
"Alternatively, the Vice Presidents 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."
2
<PAGE>
Annex I. Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 Thereunder
The second paragraph of the section entitled "Directors and Executive
Officers: Material Contracts and Agreements with Executive Officers:
Chairman/Chief Executive Officer and President/Chief Operating Officer --
Employment Agreements" is hereby amended and supplemented by adding the
following at the end thereof:
"Alternatively, Messrs. Mueller and Siebenburgen 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."
The second paragraph of the section entitled "Directors and Executive
Officers: Material Contracts and Agreements with Executive Officers: Senior Vice
Presidents -- Employment Agreements" is hereby amended and supplemented by
adding the following at the end thereof:
"Alternatively, Messrs. Stuart, Curran and Rademacher and Ms.
Noble 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."
The second paragraph of the section entitled "Directors and Executive
Officers: Material Contracts and Agreements with Executive Officers: Vice
Presidents -- Employment Agreements" is hereby amended and supplemented by
adding the following at the end thereof:
"Alternatively, the Vice Presidents 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."
3
<PAGE>
SIGNATURE
After reasonable 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.
Comair Holdings, Inc.
By: /s/ Randy D. Rademacher
-----------------------------------------
Name: Randy D. Rademacher
Title: Senior Vice President Finance and
Chief Financial Officer
Dated: November 12, 1999
4
