-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G351B5xiP4bHvQAU644cgMAEa2LjyFAazgkbbuvzkfN8UGZlLB2YBOuDMiXjsO9d V3l75NsRAIWGfYp2kUJErA== 0000950103-99-000950.txt : 19991102 0000950103-99-000950.hdr.sgml : 19991102 ACCESSION NUMBER: 0000950103-99-000950 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991101 GROUP MEMBERS: DELTA AIR LINES HOLDINGS, INC. GROUP MEMBERS: DELTA AIR LINES INC /DE/ GROUP MEMBERS: KENTUCKY SUB, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMAIR HOLDINGS INC CENTRAL INDEX KEY: 0000835344 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 311243613 STATE OF INCORPORATION: KY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-40608 FILM NUMBER: 99738898 BUSINESS ADDRESS: STREET 1: P O BOX 75021 CINCINNATI NORTHERN STREET 2: KENTUCKY INTERNATIONAL AIRPORT CITY: CINCINNATI STATE: OH ZIP: 45275 BUSINESS PHONE: 6067672550 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30320-6001 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: 1030 DELTA BLVD STREET 2: DEPT 971 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 SC 13E3/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13E-3/A Rule 13E-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 1) -------------- COMAIR HOLDINGS, INC. (Name of Issuer) -------------- DELTA AIR LINES, INC. DELTA AIR LINES HOLDINGS, INC. KENTUCKY SUB, 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, 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) -------------- With Copies 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: [ ] ================================================================================ This Amendment No.1 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") filed on October 22, 1999 by (i) Delta Air Lines, Inc., a Delaware corporation ("Delta"), (ii) Kentucky Sub, Inc., a Kentucky corporation ("Kentucky Sub") and an indirect wholly-owned subsidiary of Delta and (iii) 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 tender offer by Kentucky Sub for all of the issued and outstanding shares (the "Shares") of common stock, no par value, of Comair Holdings, Inc. ("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 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 October 19, 1999, an action styled Schear v. Comair Corporation, et al., Index No. 99-CI-1213, was commenced by a purported Comair shareholder in the Boone County Circuit Court, Commonwealth of Kentucky. On October 22, 1999, an action styled Amend v. Comair Holdings, Inc., et al., Index No. 99-CI-01233, was commenced by a purported Comair shareholder in the same court. On October 25, 1999, an action styled Barnett v. Comair Holdings, Inc., et al., Index No. 99-CI-01242, was commenced by a purported Comair shareholder in the same court. On October 28, 1999, plaintiffs in those three actions filed a first amended consolidated class action complaint in the Boone County Circuit Court, under the caption Schear v. Comair Corporation, et al., Index No. 99-CI-1213, a copy of which is attached to Amendment No.1 to the Schedule 14D-1 as Exhibit (g)(3) and is incorporated herein by reference. On October 29, 1999, the Boone County Circuit Court consolidated the three actions. The amended complaint names as defendants Comair, the members of the Comair Board and Delta and seeks to proceed on behalf of a purported class of Comair shareholders other than the defendants. It alleges that the price for Comair shares agreed to in the Merger Agreement is inadequate, that the members of the Comair Board breached their fiduciary duties to Comair shareholders by allegedly failing to thoroughly investigate the value of Comair before entering into the Merger Agreement, and that Delta purportedly aided and abetted these alleged breaches of duty, and among other things also makes other related claims against the Comair Board and Comair's financial advisor, Morgan Stanley Dean Witter. The amended complaint seeks preliminary and permanent injunctive relief against the Transaction, compensatory and/or rescissory damages in an unspecified amount and plaintiffs' costs and attorneys' fees. On October 28, 1999, an action styled Deutch v. Mueller, et al., Case No. A9906534, was commenced by a purported Comair shareholder in the Court of Common Pleas of Hamilton County, Ohio. A copy of the complaint is attached to Amendment No.1 to the Schedule 14D-1 as Exhibit (g)(4) and is incorporated herein by reference. The complaint in the Deutch action names as defendants Comair, the members of the Comair Board and Delta. It makes allegations and seeks relief substantially similar to the allegations made and relief sought in the Schear amended complaint and in the Barkley complaint. On October 27, 1999, plaintiff in the Barkley action filed an ex parte motion for temporary restraining order, seeking a temporary restraining order enjoining the Offer and the Merger and invalidating certain provisions of the Merger Agreement. Plaintiff in the Barkley action also sought expedited discovery. At a hearing before the Jefferson County Circuit Court on October 28, 1999, those applications were presented by plaintiffs. On October 29, 1999, the Court issued an opinion and order denying plaintiff's motions. A copy of the opinion and order is attached to Amendment No.1 to the Schedule 14D-1 as Exhibit (g)(5) and is incorporated herein by reference. On October 22, 1999, plaintiffs in the Schear action filed a motion for expedited discovery and preliminary injunctive relief, seeking among other things a temporary injunction preventing the closing of the Offer and 2 directing that expedited discovery occur. Argument on plaintiffs' motion was presented by the parties at a hearing before the Boone County Circuit Court on October 29, 1999. At the conclusion of the hearing, the Court overruled the motion for a preliminary injunction and denied the motion for expedited discovery. Comair, the Comair Board and Delta believe that the claims asserted against them in all of the foregoing cases are without merit and intend to defend these lawsuits vigorously. 3 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 1, 1999 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 4 -----END PRIVACY-ENHANCED MESSAGE-----