8-K 1 de600102-8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2001 Delta Air Lines, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5424 58-0218548 -------------------------------------------------------------------------------- (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Hartsfield Atlanta International Airport, Atlanta, Georgia 30320 -------------------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code: (404) 715-2600 -------------------------------------------------------------------------------- Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS ------------ Delta Air Lines, Inc. (the "Company") is filing with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement on Form S-3 (File No. 333-65218). ITEM 7. EXHIBITS -------- The following documents are filed as Exhibits in connection with, and incorporated by reference into, the Company's Registration Statement on Form S-3 (File No. 333-65218). The Registration Statement and the Supplement dated September 17, 2001 and the Supplement dated September 14, 2001 to the Prospectus Supplement dated September 6, 2001 to the Prospectus date July 23, 2001 related to the offering by the Company of Pass Through Trust Certificates, Series 2001-1. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 1(a) Underwriting Agreement dated as of September 6, 2001, by and among the Company, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. 1(b) Amendment to Underwriting Agreement dated as of September 17, 2001, by and among the Company, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. 4(a)(1) Trust Supplement No. 2001-1A-1 dated as of September 17, 2001, by and between the Company and State Street Bank and Trust Company of Connecticut, National Association, as Trustee (the "Pass Through Trustee"). 4(a)(2) Form of 6.619% Delta Air Lines Pass Through Certificate, Series 2001-1A-1 (included in Exhibit 4(a)(1)). 4(a)(3) Trust Supplement No. 2001-1A-2 dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(4) Form of 7.111% Delta Air Lines Pass Through Certificate, Series 2001-1A-2 (included in Exhibit 4(a)(3)). 4(a)(5) Trust Supplement No. 2001-1B dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(6) Form of 7.711% Delta Air Lines Pass Through Certificate, Series 2001-1B (included in Exhibit 4(a)(5)). 4(a)(7) Trust Supplement No. 2001-1C dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(8) Form of 7.299% Delta Air Lines Pass Through Certificate, Series 2001-1C (included in Exhibit 4(a)(7)). 4(b)(1) Intercreditor Agreement dated as of September 17, 2001, by and among the Pass Through Trustee, Landesbank Hessen-Thuringen Girozentrale (the "Liquidity Provider") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent (the "Subordination Agent"). 4(c)(1) Revolving Credit Agreement (2001-1A-1) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(2) Revolving Credit Agreement (2001-1A-2) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(3) Revolving Credit Agreement (2001-1B) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(4) Revolving Credit Agreement (2001-1C) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(d)(1) Participation Agreement (N3731T) dated as of September 17, 2001, by and among the Company, the Pass Through Trustee, the Subordination Agent and State Street Bank and Trust Company of Connecticut, National Association, as loan trustee (the "Loan Trustee"), and State Street Bank and Trust Company of Connecticut, National Association, in its individual capacity as set forth therein. 4(d)(2) Indenture and Security Agreement (N3731T) dated as of September 17, 2001, by and between the Company and the Loan Trustee. 4(d)(3) Form of Series 2001-1 Equipment Notes issued in connection with the Boeing aircraft bearing U.S. registration number N3731T (included in Exhibit 4(d)(2)). 99 Schedule I.* * Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99(a) filed herewith contains a list of other documents applicable to the Boeing aircraft that relate to the offering of the Company's Pass Through Certificates, Series 2001-1, which documents are substantially identical to those applicable to the Boeing 737 aircraft bearing United States registration numbers. Exhibit 99 sets forth the details by which such other documents differ from the corresponding documents filed in respect of the aircraft bearing United States registrations number N3731T. The Exhibit Index commencing on page 6 is hereby incorporated herein by reference. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DELTA AIR LINES, INC. October 16, 2001 By: /s/ Leslie P. Klemperer ----------------------------------- Leslie P. Klemperer Vice President - Asssociate General Counsel EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION --------------- ------------ 1(a) Underwriting Agreement dated as of September 6, 2001, by and among the Company, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. 1(b) Amendment to Underwriting Agreement dated as of September 17, 2001, by and among the Company, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. 4(a)(1) Trust Supplement No. 2001-1A-1 dated as of September 17, 2001, by and between the Company and State Street Bank and Trust Company of Connecticut, National Association, as Trustee (the "Pass Through Trustee"). 4(a)(2) Form of 6.619% Delta Air Lines Pass Through Certificate, Series 2001-1A-1 (included in Exhibit 4(a)(1)). 4(a)(3) Trust Supplement No. 2001-1A-2 dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(4) Form of 7.111% Delta Air Lines Pass Through Certificate, Series 2001-1A-2 (included in Exhibit 4(a)(3)). 4(a)(5) Trust Supplement No. 2001-1B dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(6) Form of 7.711% Delta Air Lines Pass Through Certificate, Series 2001-1B (included in Exhibit 4(a)(5)). 4(a)(7) Trust Supplement No. 2001-1C dated as of September 17, 2001, by and between the Company and the Pass Through Trustee. 4(a)(8) Form of 7.299% Delta Air Lines Pass Through Certificate, Series 2001-1C (included in Exhibit 4(a)(7)). 4(b)(1) Intercreditor Agreement dated as of September 17, 2001, by and among the Pass Through Trustee, Landesbank Hessen-Thuringen Girozentrale (the "Liquidity Provider") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent (the "Subordination Agent"). 4(c)(1) Revolving Credit Agreement (2001-1A-1) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(2) Revolving Credit Agreement (2001-1A-2) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(3) Revolving Credit Agreement (2001-1B) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(c)(4) Revolving Credit Agreement (2001-1C) dated as of September 17, 2001, by and between the Subordination Agent and the Liquidity Provider. 4(d)(1) Participation Agreement (N3731T) dated as of September 17, 2001, by and among the Company, the Pass Through Trustee, the Subordination Agent and State Street Bank and Trust Company of Connecticut, National Association, as loan trustee (the "Loan Trustee"), and State Street Bank and Trust Company of Connecticut, National Association, in its individual capacity as set forth therein. 4(d)(2) Indenture and Security Agreement (N3731T) dated as of September 17, 2001, by and between the Company and the Loan Trustee. 4(d)(3) Form of Series 2001-1 Equipment Notes issued in connection with the Boeing aircraft bearing U.S. registration number N3731T (included in Exhibit 4(d)(2)). 99 Schedule I.*