-----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, DGlAq30nC5n4KC2cNWawjBycdkNPv0XK15gF1DnKFKCdu1WFztPcDXxuPedVIp+J itaEN+aGkjVARrZHe/GR/A== 0000950144-03-007830.txt : 20030618 0000950144-03-007830.hdr.sgml : 20030618 20030618141539 ACCESSION NUMBER: 0000950144-03-007830 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030618 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: 03748578 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 g83365bsctoviza.txt DELTA AIR LINES, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 3 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. 3 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 exhibits. 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 (a)(1)(GG)*** Newsline Intranet Communication to Employees - Reminder - June 13, 2003. (a)(1)(HH) Option Exchange Program Postcard Reminder (Sky Shares) (a)(1)(II) Option Exchange Program Postcard Reminder (2000 Performance Compensation Plan) (a)(1)(JJ) Newsline Intranet Communication to Employees - June 18, 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. ** Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 30, 2003. *** Previously filed as an exhibit to Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 13, 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. 3 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: June 18, 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 (a)(1)(GG)*** Newsline Intranet Communication to Employees - Reminder - June 13, 2003. (a)(1)(HH) Option Exchange Program Postcard Reminder (Sky Shares) (a)(1)(II) Option Exchange Program Postcard Reminder (2000 Performance Compensation Plan) (a)(1)(JJ) Newsline Intranet Communication to Employees - June 18, 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. (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. ** Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on May 30, 2003. *** Previously filed as an exhibit to Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 13, 2003. 7 EX-99.(A)(1)(HH) 3 g83365bexv99wxayx1yxhhy.txt EX-99(A)(1)(HH) SKYSHARES OPTION EXCHANGE POSTCARD EXHIBIT (a)(1)(HH) [DELTA LOGO] TEXT FOR SKYSHARES OPTION EXCHANGE POSTCARD FRONT: [BACKGROUND FOR THE FRONT OF THE POSTCARD IS THE WALL STREET IMAGE WITH TEXT ABOVE THE IMAGE. DELTA LOGO APPEARS ON TOP LEFT CORNER.] SKYSHARES OPTION EXCHANGE PROGRAM The deadline for the option exchange program is June 25 at 7:00 p.m. ET. BACK: Delta Air Lines, Inc. P.O. Box 20706 Atlanta, GA 30320-6001 [EMPLOYEE'S ADDRESS WILL APPEAR ON THIS SIDE.] WHAT TO DO NOW Read through the Offer to Exchange dated May 28, 2003 and the related materials to understand what the exchange means to you. The decision is yours. ANSWERS For information, clarification and to exchange your existing options, call Merrill Lynch by 7:00 p.m. ET on June 25, 2003 and follow the instructions in the option exchange materials: - Dial 888-335-8218 if you're calling from the U.S., Puerto Rico or Canada. - Dial 609-818-8834 if you're calling from other countries. For more details, visit the HR Employee Connection. WHEN JUNE 25 is the last day you can participate in the option exchange. EX-99.(A)(1)(II) 4 g83365bexv99wxayx1yxiiy.txt EX-99(A)(1)(II) 2000 PCP OPTION EXCHANGE POSTCARD EXHIBIT (a)(1)(II) [DELTA LOGO] TEXT FOR 2000 PERFORMANCE COMPENSATION PLAN (PCP) OPTION EXCHANGE POSTCARD FRONT: [BACKGROUND FOR THE FRONT OF THE POSTCARD IS THE WALL STREET IMAGE WITH TEXT ABOVE THE IMAGE. DELTA LOGO APPEARS ON TOP LEFT CORNER.] 2000 PERFORMANCE COMPENSATION PLAN OPTION EXCHANGE PROGRAM The deadline for the option exchange program is June 25 at 7:00 p.m. ET. BACK: Delta Air Lines, Inc. P.O. Box 20706 Atlanta, GA 30320-6001 [EMPLOYEE'S ADDRESS WILL APPEAR ON THIS SIDE.] WHAT TO DO NOW Read through the Offer to Exchange dated May 28, 2003 and the related materials to understand what the exchange means to you. The decision is yours. ANSWERS For information, clarification and to exchange your existing options, call Merrill Lynch by 7:00 p.m. ET on June 25, 2003 and follow the instructions in the option exchange materials: - Dial 866-297-0391 if you're calling from the U.S., Puerto Rico or Canada. - Dial 770-390-7323 if you're calling from other countries. For more details, visit the HR Employee Connection. WHEN JUNE 25 is the last day you can participate in the option exchange. EX-99.(A)(1)(JJ) 5 g83365bexv99wxayx1yxjjy.txt EX-99(A)(A)(JJ) NEWSLINE INTRANET COMMUNICATION EXHIBIT (a)(1)(JJ) ONE WEEK LEFT TO EXCHANGE STOCK OPTIONS x a.m. 6/18/03 Eligible option holders have one more week to participate in Delta's Option Exchange Program. The deadline is 7 p.m. ET on Wednesday. Information and program details were mailed to the homes of all eligible option holders in May, and the same information is posted on the HR Employee Connection [LINK: http://dalweb.delta.com/employee_connection/]. Those considering the program should review the materials and call Merrill Lynch to ask questions or to exchange options. SkyShares participants may call 888-335-8218. PCP participants may call 866-297-0391. Merrill Lynch could receive a high volume of calls as the program draws to a close next week. Those planning to participate should take this into consideration. SkyShares option holders who have their Merrill Lynch account number and personal identification number (PIN) may use the automated system at any time, day or night. -----END PRIVACY-ENHANCED MESSAGE-----