-----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, FptZ6WUDbl/XLealJfJVhIk7pkqbe+2ekhrLropWbHRGc7sC7F/jgx67Mv5fGTEh ObAoNfqfT71F0mR6jTiwvA== 0001167966-04-000933.txt : 20041026 0001167966-04-000933.hdr.sgml : 20041026 20041025182127 ACCESSION NUMBER: 0001167966-04-000933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041025 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05424 FILM NUMBER: 041094955 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 8-K 1 a1361b_8k.txt 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): OCTOBER 25, 2004 ---------------- DELTA AIR LINES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-05424 58-0218548 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. Box 20706, Atlanta, Georgia 30320-6001 -------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 715-2600 -------------- Registrant's Web site address: www.delta.com ------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On October 25, 2004, Delta issued a press release announcing an agreement to defer $135 million of debt due in 2005. The press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99.1 Press Release dated October 25, 2004, titled "Delta Air Lines Announces Agreement to Defer Approximately $135 Million of Debt Due in 2005" SIGNATURES 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 hereunto duly authorized. DELTA AIR LINES, INC. By: /s/ Edward H. Bastian ------------------------------- Edward H. Bastian Senior Vice President - Finance and Controller Date: October 25, 2004 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated October 25, 2004, titled "Delta Air Lines Announces Agreement to Defer Approximately $135 Million of Debt Due in 2005" EX-99 2 ex99-1.txt EXHIBIT 99.1 FOR IMMEDIATE DISTRIBUTION CONTACT: Corporate Communications 404-715-2554 Investor Relations 404-715-6679 DELTA AIR LINES ANNOUNCES AGREEMENT TO DEFER APPROXIMATELY $135 MILLION OF DEBT DUE IN 2005 ATLANTA, Oct. 25, 2004 -- Delta Air Lines (NYSE: DAL) today announced that it has reached an agreement with the holders of approximately $135 million aggregate principal amount of its 7.70 percent Notes due 2005 to exchange their notes for newly issued 8.0% Senior Notes due 2007. Under the agreement, for each $1,000 of notes surrendered for exchange, these noteholders will receive $1,000 principal amount of new 8.00 percent Senior Notes due 2007 and a pro rata allocation of a number of shares of Delta's common stock to be issued. The total number of shares of Delta's common stock to be issued in the exchange will be equal to $22.5 million divided by a price per share referred to as the VWAP Price. The VWAP Price will be the arithmetic average of (i) the volume-weighted average price of Delta's common stock, determined by reference to Bloomberg function "DAL Equity AQR", for each of the trading days in the period beginning Oct. 7, 2004 and ending Oct. 21, 2004, and (ii) the volume-weighted average price of Delta's common stock, determined by reference to Bloomberg function "DAL Equity AQR", for each of the trading days in the period beginning five trading days before and ending five trading days after approval by the Master Executive Council of the Air Line Pilots Association, International ("ALPA") of a new contract between Delta and ALPA. To the extent that the VWAP Price is less than $3.60 per share, Delta will have the option to pay cash in lieu of all or a portion of the amount by which the VWAP Price is less than $3.60, so that the sum of (x) any aggregate cash received and (y) the product of the aggregate number of shares of Delta's common stock received and the VWAP Price is equal to $22.5 million. Consummation of the exchange is subject to several conditions including, without limitation, the condition, which may not be waived by Delta, that Delta has received and accepted tenders of at least 50percent of the aggregate principal amount of its Pass-Through Certificates, Series 2000-1C and Pass Through Certificates, Series 2001-1C as a part of Delta's offer to exchange up to $680 million aggregate principal amount of three series of newly issued senior secured notes to the holders of $2.6 billion aggregate principal amount of outstanding unsecured debt securities and enhanced pass through certificates (the "Exchange Offer"). -more- 7 PAGE 2 Delta's 8.0 percent Senior Notes due 2007, shares of its common stock, and any new notes issued in connection with the Exchange Offer will not be registered under the Securities Act of 1933, or any state securities laws. Therefore, the 8.0 percent Senior Notes, shares of Delta's common stock, and any new notes issued in connection with the Exchange Offer may not be offered or sold in the United States absent an exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. Delta has agreed to file a registration statement to register the 8.0 percent Senior Notes and the shares of common stock for resale by the holders. This announcement is neither an offer to sell nor a solicitation of an offer to buy the 8.0 percent Senior Notes, shares of Delta's common stock, or any new notes issued in connection with the Exchange Offer. STATEMENTS IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS REGARDING DELTA'S ESTIMATES, BELIEFS, EXPECTATIONS, INTENTIONS, STRATEGIES OR PROJECTIONS, MAY BE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE ESTIMATES, BELIEFS, EXPECTATIONS, INTENTIONS, STRATEGIES AND PROJECTIONS REFLECTED IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, OUR ABILITY TO REDUCE OPERATING EXPENSES, OUR ABILITY TO OBTAIN NECESSARY FINANCING OR DEBT PAYMENT DEFERRALS TO MEET OUR LIQUIDITY NEEDS, OUR PENSION PLAN FUNDING OBLIGATIONS, PILOT EARLY RETIREMENTS, THE COST OF AIRCRAFT FUEL, THE EFFECT OF CREDIT RATINGS DOWNGRADES, INTERRUPTIONS OR DISRUPTIONS IN SERVICE AT ONE OF OUR HUB AIRPORTS, OUR INCREASING DEPENDENCE ON TECHNOLOGY IN OUR OPERATIONS, THE OUTCOME OF NEGOTIATIONS ON COLLECTIVE BARGAINING AGREEMENTS AND OTHER LABOR ISSUES, THE EFFECTS OF TERRORIST ATTACKS, RESTRUCTURINGS BY COMPETITORS AND COMPETITIVE CONDITIONS IN THE AIRLINE INDUSTRY. ADDITIONAL INFORMATION CONCERNING RISKS AND UNCERTAINTIES THAT COULD CAUSE DIFFERENCES BETWEEN ACTUAL RESULTS AND FORWARD-LOOKING STATEMENTS IS CONTAINED IN DELTA'S SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING ITS FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2004, FILED WITH THE COMMISSION ON AUG. 9, 2004 AND ITS FORM 8-K FILED WITH THE COMMISSION ON OCT. 15, 2004. CAUTION SHOULD BE TAKEN NOT TO PLACE UNDUE RELIANCE ON DELTA'S FORWARD-LOOKING STATEMENTS, WHICH REPRESENT DELTA'S VIEWS ONLY AS OF OCT. 20, 2004, AND WHICH DELTA HAS NO CURRENT INTENTION TO UPDATE. # # # 1004/338-ALB Defer $135 Million -----END PRIVACY-ENHANCED MESSAGE-----