-----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, Qz0RDZVCaUNOUtAGTUkhO+6bvUx+GcADGZxzhEqFLiwD10vAnenOkONI4PlZH6th kMd+Ug24TCy0xcwPcTCTLQ== 0000950144-03-007389.txt : 20030530 0000950144-03-007389.hdr.sgml : 20030530 20030530160303 ACCESSION NUMBER: 0000950144-03-007389 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030530 SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06366 FILM NUMBER: 03726028 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 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: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 SC TO-I/A 1 g82286a1sctoviza.txt DELTA AIR LINES INC ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 1 TO SCHEDULE TO (RULE 13E-4) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------- DELTA AIR LINES, INC. (NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR)) [GRAPHIC OMITTED] OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.50 PER SHARE (TITLE OF CLASS OF SECURITIES UNDERLYING OPTIONS) 247361108 (CUSIP NUMBER OF CLASS OF SECURITIES) -------------------------- ROBERT S. HARKEY SENIOR VICE PRESIDENT-GENERAL COUNSEL & SECRETARY DELTA AIR LINES, INC. POST OFFICE BOX 20706 ATLANTA, GEORGIA 30320-6001 TELEPHONE: (404) 715-2600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON) -------------------------- COPIES TO: ELIZABETH G. WREN, ESQ. KILPATRICK STOCKTON LLP HEARST TOWER 214 NORTH TRYON STREET, SUITE 2500 CHARLOTTE, NORTH CAROLINA 28202 (704) 338-5123 CALCULATION OF FILING FEE*
- -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $63,196,907 $5,112.63(1) - --------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 39,640,111 shares of common stock of Delta Air Lines, Inc. having an aggregate value of $63,196,907 as of May 26, 2003 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. ** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended by Fee Rate Advisory #11, effective February 25, 2003, equals $80.90 per $1,000,000 of the value of the transaction. (1) Previously paid. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration No.: N/A Filing Party: N/A Date Filed: N/A [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. [ ] Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [x] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] INTRODUCTORY STATEMENT This Amendment No. 1 to Schedule TO is filed by Delta Air Lines, Inc. and amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on May 28, 2003, in connection with Delta's offer to exchange certain options to purchase shares of its common stock on the terms and subject to the conditions described in the Offer to Exchange, dated May 28, 2003, as amended or supplemented. This amendment is being filed solely to add another exhibit. ITEM 12. EXHIBITS. (a)(1)(A)* Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated May 28, 2003. (a)(1)(B)* Form of Stock Option Exchange Program Calculator - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(C)* Form of Stock Option Exchange Program Calculator - 2000 Performance Compensation Plan. (a)(1)(D)* Form of Letter Regarding SkyShares Personal Identification Number (PIN). (a)(1)(E)* Form of Confirmation Letter Including Agreement to Grant Replacement Options - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(F)* Form of Withdrawal - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(G)* Form of Confirmation of Withdrawal Letter from Merrill Lynch - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(H)* Form of Voided Election Letter from Merrill Lynch - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(I)* Form of Confirmation of Participation in the Offer - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(J)* Form of Confirmation Letter Including Agreement to Grant Replacement Options - 2000 Performance Compensation Plan. (a)(1)(K)* Form of Withdrawal - 2000 Performance Compensation Plan. (a)(1)(L)* Form of Confirmation of Withdrawal Letter from Merrill Lynch - 2000 Performance Compensation Plan. (a)(1)(M)* Form of Voided Election Letter from Merrill Lynch - 2000 Performance Compensation Plan. (a)(1)(N)* Form of Confirmation of Participation in the Offer - 2000 Performance Compensation Plan. (a)(1)(O)* Form of IVR Script - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). 1 (a)(1)(P)* Form of Script for Personal Service Representatives- 2000 Performance Compensation Plan. (a)(1)(Q)* Form of Script for Personal Service Representatives - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(R)* DeltaNet Intranet Pages (Option Exchange area on the HR Employee Connection). (a)(1)(S)* Option Exchange Program Booklet - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(T)* Option Exchange Program Booklet - 2000 Performance Compensation Plan. (a)(1)(U)* Letter from Leo Mullin dated May 28, 2003. (a)(1)(V)* Form of Stock Option Record Keeping Statement - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(W)* Form of Stock Option Record Keeping Statement - 2000 Performance Compensation Plan. (a)(1)(X)* Form of Option Exchange Poster. (a)(1)(Y)* Form of Letter to Relatives and Contacts of Delta Employees on Military Leave Who Are Eligible for the Stock Option Exchange Program. (a)(1)(Z)* Stock Option Basics. (a)(1)(AA)* Newsline Intranet Communications to Employees -- May 28, 2003. (a)(1)(BB)* Press Release dated May 28, 2003. (a)(1)(CC)* Internal Communication regarding Stock Option Exchange Program. (a)(1)(DD)* First Supplement to Offer to Exchange. (a)(1)(EE) Email to Participants in SkyShares and the 2000 Performance Compensation Plan (a)(1)(FF) Newsline Intranet Communication to Employees - May 30, 2003 (b) Not Applicable. (d)(1) Delta 2000 Performance Compensation Plan, filed as Appendix A to Delta's Proxy Statement dated September 15, 2000 and incorporated herein by reference. (d)(2)* First Amendment to Delta 2000 Performance Compensation Plan. (d)(3) Delta Pilots Stock Option Plan, filed as Exhibit 4.5 to Delta's Registration Statement on Form S-8 on November 20, 1996 (Registration Number 333-16471) and incorporated herein by reference. 2 (d)(4)* Letter Agreement dated June 19, 1998 amending Pilots Stock Option Plan. (d)(5)* Amendment to Delta Pilots Stock Option Plan. (d)(6) DeltaShare Stock Option Plan, filed as Exhibit 4.4 to Delta's Registration Statement on Form S-8 on November 20, 1996 (Registration Number 333-16471) and incorporated herein by reference. (d)(7)* First Amendment to DeltaShare Stock Option Plan. (g) Not Applicable. (h) Not Applicable. - --------------- * Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on May 28, 2003. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct. DELTA AIR LINES, INC. /s/ Robert S. Harkey -------------------------------------------- Robert S. Harkey Senior Vice President-General Counsel & Secretary Dated: May 30, 2003. 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION (a)(1)(A)* Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated May 28, 2003. (a)(1)(B)* Form of Stock Option Exchange Program Calculator - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(C)* Form of Stock Option Exchange Program Calculator - 2000 Performance Compensation Plan. (a)(1)(D)* Form of Letter Regarding SkyShares Personal Identification Number (PIN). (a)(1)(E)* Form of Confirmation Letter Including Agreement to Grant Replacement Options - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(F)* Form of Withdrawal - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(G)* Form of Confirmation of Withdrawal Letter from Merrill Lynch - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(H)* Form of Voided Election Letter from Merrill Lynch - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(I)* Form of Confirmation of Participation in the Offer - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(J)* Form of Confirmation Letter Including Agreement to Grant Replacement Options - 2000 Performance Compensation Plan. (a)(1)(K)* Form of Withdrawal - 2000 Performance Compensation Plan. (a)(1)(L)* Form of Confirmation of Withdrawal Letter from Merrill Lynch - 2000 Performance Compensation Plan. (a)(1)(M)* Form of Voided Election Letter from Merrill Lynch - 2000 Performance Compensation Plan. (a)(1)(N)* Form of Confirmation of Participation in the Offer - 2000 Performance Compensation Plan. (a)(1)(O)* Form of IVR Script - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(P)* Form of Script for Personal Service Representatives- 2000 Performance Compensation Plan. (a)(1)(Q)* Form of Script for Personal Service Representatives - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). 5 (a)(1)(R)* DeltaNet Intranet Pages (Option Exchange area on the HR Employee Connection). (a)(1)(S)* Option Exchange Program Booklet - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(T)* Option Exchange Program Booklet - 2000 Performance Compensation Plan. (a)(1)(U)* Letter from Leo Mullin dated May 28, 2003. (a)(1)(V)* Form of Stock Option Record Keeping Statement - DeltaShare Stock Option Plan and Pilots Stock Option Plan (SkyShares). (a)(1)(W)* Form of Stock Option Record Keeping Statement - 2000 Performance Compensation Plan. (a)(1)(X)* Form of Option Exchange Poster. (a)(1)(Y)* Form of Letter to Relatives and Contacts of Delta Employees on Military Leave Who Are Eligible for the Stock Option Exchange Program. (a)(1)(Z)* Stock Option Basics. (a)(1)(AA)* Newsline Intranet Communications to Employees -- May 28, 2003. (a)(1)(BB)* Press Release dated May 28, 2003. (a)(1)(CC)* Internal Communication regarding Stock Option Exchange Program. (a)(1)(DD)* First Supplement to Offer to Exchange. (a)(1)(EE) Email to Participants in SkyShares and the 2000 Performance Compensation Plan (a)(1)(FF) Newsline Intranet Communication to Employees - May 30, 2003 (d)(1) Delta 2000 Performance Compensation Plan, filed as Appendix A to Delta's Proxy Statement dated September 15, 2000 and incorporated herein by reference. (d)(2)* First Amendment to Delta 2000 Performance Compensation Plan. (d) (3) Delta Pilots Stock Option Plan, filed as Exhibit 4.5 to Delta's Registration Statement on Form S-8 on November 20, 1996 (Registration Number 333-16471) and incorporated herein by reference. (d)(4)* Letter Agreement dated June 19, 1998 amending Pilots Stock Option Plan. (d)(5)* Amendment to Delta Pilots Stock Option Plan. (d)(6) DeltaShare Stock Option Plan, filed as Exhibit 4.4 to Delta's Registration Statement on Form S-8 on November 20, 1996 (Registration Number 333-16471) and incorporated herein by reference. 6 (d)(7)* First Amendment to DeltaShare Stock Option Plan. - ------------- * Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on May 28, 2003. 7 EX-99.(A)(1)(EE) 3 g82286a1exv99wxayx1yxeey.txt EX-99.(A)(1)(EE) EMAIL FOR PART. - SKYSHARES & PCP Exhibit (a)(1)(EE) Email to persons in SkyShares and PCP plans: We have identified you as a participant who has outstanding stock options in both the SkyShares and Performance Compensation Plan (PCP). Some or all your options in these programs are currently eligible for the Stock Option Exchange program. Although both SkyShares and the PCP are administered by Merrill Lynch, stock option exchange elections are handled by different Merrill Lynch divisions. You will soon receive a separate Stock Option Exchange package for SkyShares and the PCP. Each package includes a record-keeping statement for either SkyShares or PCP as of May 2, 2003. The option exchange election procedures for each program are detailed in the Option Exchange booklets contained in the packages. The booklet for the PCP contains the procedures to elect to exchange your options under the PCP. The booklet for SkyShares contains the procedures to elect to exchange your options under SkyShares. If you choose to exchange options under SkyShares and the PCP, you must call separate phone numbers and follow the separate procedures for each. Remember that Option Exchange elections for SkyShares and the PCP must be done separately (i.e. electing to exchange your SkyShares stock options does not automatically result in an election to exchange your PCP outstanding options). If you have any questions about the Option Exchange program, please feel free to call Craig Whipple at (404) 715-6333 or Rohit Dayal at (404) 773-4695. EX-99.(A)(1)(FF) 4 g82286a1exv99wxayx1yxffy.txt EX-99.(A)(1)(FF) NEWSLINE INTRANET COMMUNICATION EXHIBIT (a)(1)(FF) OPTION EXCHANGE PARTICIPATION DEADLINE As a reminder, Employee option holders who decide to participate in Delta's option exchange program must do so by calling Merrill Lynch before the election deadline, 7 p.m. on June 25. Information on how to participate is detailed on page eight in the "Offer to Exchange" document, and on page nine of the booklets that were mailed to homes this week. This information is posted on the HR Employee Connection [LINK: http://dalweb.delta-air.com/ecompensation/option_exchange/]. OPTION EXCHANGES MUST BE MADE BY PHONE To participate in the SkyShares exchange, employees must call Merrill Lynch toll-free at 888-335-8218 prior to June 25. An automated system is available at that number any time of day; however, employees may speak with a Merrill Lynch representative by calling between 8 a.m. and 7 p.m. ET, Monday through Friday, As a reminder, option exchanges must be made by telephone only. WITHDRAWAL FORMS USED FOR CANCELLATIONS ONLY Merrill Lynch reports they have received option exchange withdrawal forms via fax from employees who have not yet elected to participate in the exchange. These withdrawal forms, either pink or blue, should only be used if an employee decides to cancel his or her prior decision to exchange options. (These forms were mailed to homes this week, along with the "Offer to Exchange" document and other materials.) Both the decision to participate and a decision to cancel participation, if necessary, must be made before the election deadline at 7 p.m. ET, June 25. -----END PRIVACY-ENHANCED MESSAGE-----