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.
Executed as of this 11th day of January, 2000.
KENTUCKY SUB, INC. COMAIR HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxxxx By /s/ Xxxxxxxxx X. Xxxx
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Xxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxx
Title Secretary Title Chairman of the Board
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