-----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, QGeg4tSwo2e/DbmBWhCc64/PmmP9RgMIAgHFLuptgfmyVFcdPrcXVfhufziCZHAh v61C46g+PZ7DYUCN+PfWGg== 0000950144-99-008944.txt : 19990719 0000950144-99-008944.hdr.sgml : 19990719 ACCESSION NUMBER: 0000950144-99-008944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990714 ITEM INFORMATION: FILED AS OF DATE: 19990716 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05424 FILM NUMBER: 99666138 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 8-K 1 DELTA AIR LINES, INC. 1 United States 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): July 14, 1999 ------------- DELTA AIR LINES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-5424 58-0218548 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Hartsfield Atlanta International Airport, Atlanta, Georgia 30320 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 715-2600 -------------- 2 Item 7. EXHIBITS The following documents are filed with reference to the Registration Statement on Form S-3 (Registration No. 333-58647) of Delta Air Lines, Inc. (the "Company"): 1. Pricing Agreement, dated July 14, 1999, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives acting on behalf of the Underwriters named in Schedule I thereto. 4. Form of the Company's 8-1/8% Note due July 1, 2039. 5. Opinion of Robert S. Harkey, Esq., General Counsel of the Company, relating to the 8-1/8% Notes due July 1, 2039. The Exhibit Index is on page 4. -2- 3 SIGNATURE 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. By: /s/Edward H. Bastian -------------------- Edward H. Bastian Vice President and Controller Date: July 16, 1999 -3- 4 EXHIBIT INDEX EXHIBIT 1. Pricing Agreement, dated July 14, 1999, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives acting on behalf of the Underwriters named in Schedule I thereto. 4. Form of the Company's 8-1/8% Note due July 1, 2039. 5. Opinion of Robert S. Harkey, Esq., General Counsel of the Company, relating to the 8-1/8% Notes due July 1, 2039. -4- EX-1 2 PRICING AGREEMENT DATED JULY 14, 1999 1 EXHIBIT (1) Pricing Agreement July 14, 1999 Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. Incorporated, As Representatives of the several Underwriters, c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial Center, North Tower, 10th Floor, New York, New York 10281. Dear Sirs: Delta Air Lines, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated July 14, 1999 (the "Underwriting Agreement"), between the Company on one hand and Merrill Lynch, Pierce, Fenner & Smith Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. 2 An amendment to the Registration Statement, or an amendment or supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto under the caption "Firm Designated Securities", and (b) in the event and to the extent that you on behalf of the Underwriters shall exercise the election to purchase Optional Designated Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price to Underwriters set forth in Schedule II hereto, that portion of the aggregate principal amount of the Optional Designated Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate denominations of less than U.S.$25.00), determined by multiplying such aggregate principal amount of Optional Designated Securities by a fraction, the numerator of which is the maximum aggregate principal amount of Optional Designated Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum aggregate principal amount of Optional Designated Securities which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to U.S.$75,000,000 aggregate principal amount of Designated Securities (the "Optional Designated Securities"), at the purchase price to the Underwriters set forth in Schedule II hereto, for the sole purpose of covering overallotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from you to the Company, given within a period of 15 calendar days after the date of this Agreement, setting forth the aggregate principal amount of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by you but in no event earlier than the Time of Delivery specified in Schedule II or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. -2- 3 If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, DELTA AIR LINES, INC. By: ------------------------- Name: Title: Accepted as of the date hereof: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED, On behalf of each of the Underwriters By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ------------------------------ Name: Title: Accepted as of the date hereof with respect to Paragraph 3 of the "Other Terms" of Schedule II: DISCOVER BROKERAGE DIRECT By: ------------------------------ Name: -3- 4 Title: SCHEDULE I
Principal Principal Amount of Amount of Firm Optional Designated Designated Securities Securities to be to be Underwriter Purchased Purchased ----------- --------- --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated.................................................... $48,750,000 $7,312 500 Morgan Stanley & Co. Incorporated............................................ 48,750,000 7,312,500 A.G. Edwards & Sons, Inc..................................................... 47,500,000 7,125,000 Goldman, Sachs & Co.......................................................... 47,500,000 7,125,000 PaineWebber Incorporated..................................................... 47,500,000 7,125,000 Prudential Securities Incorporated........................................... 47,500,000 7,125,000 Salomon Smith Barney Inc..................................................... 47,500,000 7,125,000 ABN AMRO Incorporated........................................................ 5,000,000 750,000 BT Alex.Brown Incorporated................................................... 5,000,000 750,000 Banc of America Securities LLC............................................... 5,000,000 750,000 Robert W. Baird & Co. Incorporated........................................... 5,000,000 750,000 Bear, Stearns & Co. Inc...................................................... 5,000,000 750,000 CIBC World Markets Corp...................................................... 5,000,000 750,000 Dain Rauscher Incorporated................................................... 5,000,000 750,000 Donaldson, Lufkin & Jenrette Securities Corporation.......................... 5,000,000 750,000 EVEREN Securities, Inc....................................................... 5,000,000 750,000 Fahnestock & Co. Inc......................................................... 5,000,000 750,000 First Union Capital Markets Corp............................................. 5,000,000 750,000 Legg Mason Wood Walker, Incorporated......................................... 5,000,000 750,000 Olde & Co., Incorporated..................................................... 5,000,000 750,000 Raymond James & Associates, Inc.............................................. 5,000,000 750,000 SG Cowen Securities Corporation.............................................. 5,000,000 750,000 The Robinson-Humphrey Company, LLC........................................... 5,000,000 750,000 Tucker Anthony Incorporated.................................................. 5,000,000 750,000 U.S. Bancorp Piper Jaffray Inc............................................... 5,000,000 750,000 Wachovia Securities, Inc..................................................... 5,000,000 750,000 Warburg Dillon Read LLC...................................................... 5,000,000 750,000 Advest, Inc.................................................................. 2,500,000 375,000 BB&T Capital Markets, a division of Scott & Stringfellow..................... 2,500,000 375,000 J.C. Bradford & Co........................................................... 2,500,000 375,000 Crowell, Weedon & Co......................................................... 2,500,000 375,000 D. A. Davidson & Co.......................................................... 2,500,000 375,000 Fidelity Capital Markets, A Division of National Financial Services Corp..... 2,500,000 375,000 Fifth Third Securities, Inc.................................................. 2,500,000 375,000 First Albany Corporation..................................................... 2,500,000 375,000 Gibraltar Securities Co...................................................... 2,500,000 375,000 Gruntal & Co., L.L.C......................................................... 2,500,000 375,000 J.J.B. Hilliard, W.L. Lyons, Inc............................................. 2,500,000 375,000
-4- 5 Howe Barnes Investments, Inc................................................. 2,500,000 375,000 Wayne Hummer Investments LLC................................................. 2,500,000 375,000 Janney Montgomery Scott Inc.................................................. 2,500,000 375,000 Kirkpatrick, Pettis, Smith, Polian Inc....................................... 2,500,000 375,000 McDonald Investments Inc..................................................... 2,500,000 375,000 Mesirow Financial, Inc....................................................... 2,500,000 375,000 Morgan Keegan & Company, Inc................................................. 2,500,000 375,000 Parker/Hunter Incorporated................................................... 2,500,000 375,000 Stephens Inc................................................................. 2,500,000 375,000 Stifel, Nicolaus & Company, Incorporated..................................... 2,500,000 375,000 Stone & Youngberg............................................................ 2,500,000 375,000 SunTrust Equitable Securities Corporation.................................... 2,500,000 375,000 TD Securities (USA) Inc...................................................... 2,500,000 375,000 Trilon International Inc..................................................... 2,500,000 375,000 Utendahl Capital Partners, L.P............................................... 2,500,000 375,000 Total...................................................... $500,000,000 $75,000,000 ============ ===========
-5- 6 SCHEDULE II Title of Designated Securities: 81/8% Notes due July 1, 2039. Aggregate principal amount: $500,000,000 (subject to increase of up to $575,000,000). Price to Public: 100% of the principal amount. Purchase Price to the Underwriters: 96.85% of the principal amount plus accrued interest, if any, from July 16, 1999. Indenture: Indenture, dated as of May 1, 1991, between the Company and The Bank of New York. Maturity: July 1, 2039. Interest Rate: 81/8% per annum. Interest accrues from July 16, 1999. Interest Payment Dates: January 1, April 1, July 1 and October 1, in each year, commencing October 1, 1999. Regular Record Dates: Fifteen days prior to the relevant Interest Payment Date. Redemption Provisions: 7 Redeemable, at the option of the Company, in whole or in part, on or after July 1, 2004, upon not less than 30 or more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Designated Securities to be redeemed plus accrued and unpaid interest. Sinking Fund Provisions: None. Defeasance Provisions: Defeasance and covenant defeasance apply. Denominations: $25.00 and integral multiples thereof. Time of Delivery: July 16, 1999. The Company and the Underwriters expressly agree that settlement of the purchase and sale of the Firm Designated Securities shall occur on July 16, 1999, the second business day after the date hereof. Closing Location: New York, New York. Names and addresses of Representatives: Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated. Address for Notices, etc.: c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial Center, North Tower, 10th Floor, New York, New York 10281. Other Terms: -2- 8 1. The Company covenants and agrees to list the Designated Securities on the equity-side of the New York Stock Exchange, Inc. by July 19, 1999. 2. If the Underwriters exercise their option to purchase the Optional Designated Securities, the obligations of the Underwriters to purchase the Optional Designated Securities shall be subject to all of the conditions in Section 7 of the Under writing Agreement; the date and time of delivery of the Optional Designated Securities shall be deemed the "Time of Delivery" as used in the Underwriting Agreement; and all references to the "Designated Securities" in the Underwriting Agreement shall be deemed to refer to the Optional Designated Securities. 3. It is understood that the Company has requested Discover Brokerage Direct to participate in the offering of the Designated Securities. In consid eration of the agreement of Discover Brokerage Direct to participate in the offering of the Designated Securities, the Company agrees that for purposes of Section 8 of the Underwriting Agree ment only, Discover Brokerage Direct shall be treated as an "Underwriter." -3- 9 ANNEX II Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the consolidated financial statements and any supplementary financial information and schedules audited (and, if applicable, financial forecasts and/or pro forma financial information) audited by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act and the related published rules and regulations, as applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the representative or representatives of the Underwriters (the "Representatives") such term to include an Underwriter or Underwriters who act without any firm being designated as its or their representatives and are attached hereto; (iii) They have performed the procedures specified by the American Institute of Certified Public Accountants for a review of any interim financial information included or incorporated by reference in the Prospectus as described in Statement on Auditing Standard No. 71, "Interim Financial Information," as indicated in their reports thereon; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to -1- 10 in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statement do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (iv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, [402] and 503(d), respectively, of Regulation S-K; (v) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the latest available unaudited condensed consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related -2- 11 published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; -3- 12 (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated operating revenues or operating income or the total or per share amounts of consolidated net income available to common shareholders or other items specified by the Representatives, or any increases in any items specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (vii) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, -4- 13 or in exhibits and schedules to, the Registration Statement specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. -5- EX-4 3 FORM OF 8-1/8% NOTE DUE JULY 1, 2039 1 EXHIBIT 4 [FORM OF DELTA AIR LINES, INC. 8-1/8% NOTE DUE JULY 1, 2039] REGISTERED CUSIP NO. 247361405 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. DELTA AIR LINES, INC. 8.125% Note Due July 1, 2039 No. R- $ ---- ------------- Delta Air Lines, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ________________________ Dollars on July 1, 2039, and to pay interest thereon from July 16, 1999, or from the most recent 1 2 Interest Payment Date to which interest has been paid or duly provided for, quarterly on January 1, April 1, July 1 and October 1 in each year, commencing October 1, 1999, at the rate of 8.125% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 8.125% per annum on any overdue principal and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be fifteen days (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: July 16, 1999 DELTA AIR LINES, INC. By: ----------------------------- Edward H. Bastian Vice President and Controller Attest: - ------------------------- Corporate Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: -------------------------------- Authorized Officer 2 3 [FORM OF REVERSE OF NOTE] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991 (herein called the "Indenture"), between the Company and The Bank of New York, successor to The Citizens and Southern National Bank of Florida, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $500,000,000 (subject to increase by up to an additional $75,000,000 if and to the extent that the Underwriters exercise their option to purchase additional Securities under the Pricing Agreement, dated July 14, 1999, between said Underwriters and the Company). The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time on or after July 1, 2004, as a whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, together in the case of any such redemption with any accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain restrictive convenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the 3 4 Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceedings within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof, or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like 4 5 tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 5 EX-5 4 OPINION OF ROBERT S. HARKEY, ESQ. 1 EXHIBIT 5 ROBERT S. HARKEY Senior Vice President Tel (404) 715-2387 General Counsel & Secretary, Law Department Fax (404) 715-2233 July 16, 1999 Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. Incorporated, As Representatives of the Several Underwriters, c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial Center, North Tower, 10th Floor, New York, New York 10281. Re: Delta Air Lines, Inc. - 8-1/8% Notes due July 1, 2039 Gentlemen: This opinion is delivered to you in connection with the issuance by Delta Air Lines, Inc. (the "Company") in an underwritten public offering of $500,000,000 aggregate principal amount of its 8-1/8% Notes due July 1, 2039 (subject to increase to up to $575,000,000) (the "Notes") pursuant to certain resolutions adopted by the Company's Board of Directors at a meeting held on April 23, 1998 and by the Pricing Committee of the Board of Directors on July 6, 1999 and an Officers' Certificate establishing the form and terms of the Notes pursuant to the resolutions of the Pricing Committee (the "Resolutions"), and an Indenture dated as of May 1, 1991 (the "Indenture") between the Company and The Bank of New York, successor to The Citizens and Southern National Bank of Florida, as Trustee. All capitalized terms used and not otherwise defined herein have the same meaning as ascribed to them under the Underwriting Agreement dated as of July 14, 1999 (the "Underwriting Agreement") between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Pricing Agreement dated July 14, 1999 (the "Pricing Agreement") among the Company, Merrill Lynch, Pierce, Fenner & 2 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated July 16, 1999 Page 2 Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of the several Underwriters named in Schedule I (the "Representatives"). References herein to the Prospectus as amended or supplemented shall include, without limitation, the preliminary Prospectus Supplement, dated July 6, 1999, to the Prospectus dated July 20, 1998, transmitted for filing with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Act"), on July 7, 1999, and the final Prospectus Supplement dated July 14, 1999, to the Prospectus. This opinion is given pursuant to Section 6(c) of the Underwriting Agreement. In connection with the opinion expressed below, I or counsel under my general supervision have examined the Registration Statement on Form S-3 (File No. 333-58647) filed by the Company with the Securities and Exchange Commission (the "Commission"), the Indenture, the Underwriting Agreement, the Pricing Agreement, the form of the Note, the Resolutions and originals or copies, certified or otherwise identified to my satisfaction, of such other agreements, documents, certificates and statements of government officials and other papers as deemed necessary or advisable as a basis for such opinions. In all such examinations, I have assumed the genuineness of all signatures (other than those on behalf of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies, and as to certificates and telegraphic and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to be accurate. I have also assumed that all documents and instruments executed by the parties to this transaction (other than the Company) have been duly and validly executed and delivered by such parties; that the agreements entered into as part of this transaction are the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their terms; and that such parties have obtained all required consents, permits and approvals required to enter into and perform such documents and instruments. Based upon and subject to the foregoing, and to the qualifications set forth herein, it is my opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as it is now being conducted except where the failure to have such power or authority would not 3 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated July 16, 1999 Page 3 individually or in the aggregate have a material adverse effect on the financial condition or operations of the Company and its subsidiaries, taken as a whole; 2. The Company is an "air carrier" within the meaning of the Federal Aviation Act of 1958, as amended, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in the United States of America other than that of its incorporation in which it has intrastate routes or has a principal office or major overhaul facility and where the failure to so qualify would have a material adverse effect on the financial condition or operations of the Company and its subsidiaries, taken as a whole; 3. Each material subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such subsidiary (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; 4. The Company has an authorized capital stock as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; 5. There are various legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which property of the Company or any of its subsidiaries is subject. Although the ultimate outcome of these proceedings cannot be predicted with certainty, to the best of my knowledge after reasonable investigation, there are no such legal or governmental proceedings pending which, individually or in the aggregate, are likely to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company and its subsidiaries, taken as a whole; and to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 6. The Underwriting Agreement and the Pricing Agreement each have been duly authorized, executed and delivered by the Company; 7. The Notes have been duly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting 4 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated July 16, 1999 Page 4 creditors' rights and to general equity principles, and will be entitled to the benefits provided by the Indenture; and the forms of the Notes and the Indenture conform in all material respects to the descriptions thereof in the Prospectus as amended or supplemented; 8. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); 9. The issue and sale of the Notes, the compliance by the Company with all of the provisions of the Notes, the Indenture, the Underwriting Agreement and the Pricing Agreement and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except for such conflicts, breaches, violations and defaults that would not have a material adverse effect on the financial condition or operations of the Company and its subsidiaries taken as a whole and that would not affect the validity of the Notes), nor will such actions result in any violation of the provisions of the Certificate of Incorporation, as amended, or By-Laws of the Company or any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; 10. To the best of my knowledge after reasonable investigation, no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by the Underwriting Agreement, the Pricing Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters; 5 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated July 16, 1999 Page 5 11. The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Securities Exchange Act of 1934 (the "Exchange Act"), as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion), when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; and 12. The Registration Statement and the Prospectus as amended or supplemented (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; I have no reason to believe that, as of its effective date, the Registration Statement (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion), contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or that, as of the date of this opinion, either the Registration Statement or the Prospectus as amended or supplemented (other than the financial statements and related schedules and other financial data therein derived from the Company's accounting records, as to which I express no opinion), contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not 6 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated July 16, 1999 Page 6 misleading; the statements in the Prospectus as amended or supplemented with respect to statutes, administrative orders and regulations and legal and governmental proceedings fairly and accurately present in all material respects the information required to be set forth therein and there are no statutes, administrative orders or regulations required to be described in the Prospectus as amended or supplemented which are not described as required; the statements in the Prospectus as amended or supplemented as to the route system which the Company presently operates or is authorized to operate are correct in all material respects and no authorization of the Company to operate any such route is the subject of any "show cause" or other order of, or any proceeding before, or any investigation by, the United States Department of Transportation (other than proceedings for the granting or renewal of temporary certificates or exemption rights) which in my opinion is reasonably likely to result in a final order impairing the validity of such authorization; and I do not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required. The foregoing opinions are subject to the qualification that neither I nor counsel under my general supervision have independently investigated or verified the accuracy of statistical information contained in the Registration Statement, the Prospectus as amended or supplemented or the documents incorporated by reference therein. The foregoing opinions are also subject to the qualification that I am qualified to practice law in the State of Georgia and I do not purport to be an expert on, or to express any opinion herein concerning, any laws other than the laws of the State of Georgia, the General Corporation Law of the State of Delaware and the laws of the United States. Moreover, insofar as the Paragraphs numbered 7 and 8 of this opinion pertain to matters of the law of the State of New York, I have with your consent relied upon the opinion of Sullivan & Cromwell addressed to you and dated the date hereof. The opinions expressed herein are furnished to you and the other Underwriters in connection with the Company's issuance and sale of the Notes, are for your and their sole benefit, and may not be relied upon by any other person without my prior written consent. Sincerely, Robert S. Harkey -----END PRIVACY-ENHANCED MESSAGE-----