-----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, VA4sWeI3Y/6nhI0grWb80ZGiuQiVV+fQgvIMLxNiUvGajKxEn/i8U1iknebeOrfg mP7hnIWJ0+iYhTNlinFRmQ== /in/edgar/work/0000950133-00-004669/0000950133-00-004669.txt : 20001123 0000950133-00-004669.hdr.sgml : 20001123 ACCESSION NUMBER: 0000950133-00-004669 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001122 GROUP MEMBERS: DELTA AIR LINES INC /DE/ GROUP MEMBERS: NEW SKY, LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKYWEST INC CENTRAL INDEX KEY: 0000793733 STANDARD INDUSTRIAL CLASSIFICATION: [4512 ] IRS NUMBER: 870292166 STATE OF INCORPORATION: UT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37602 FILM NUMBER: 775775 BUSINESS ADDRESS: STREET 1: 444 S RIVER RD CITY: ST GEORGE STATE: UT ZIP: 84790 BUSINESS PHONE: 8016343000 MAIL ADDRESS: STREET 1: 444 SOUTH RIVER ROAD CITY: ST GEORGE STATE: UT ZIP: 84790 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: [4512 ] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 w42992sc13da.txt SCHEDULE 13/D AMENDMENT NO. 4 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* SkyWest, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 830879102 - -------------------------------------------------------------------------------- (CUSIP Number) Robert S. Harkey, Esquire Senior Vice President - General Counsel Delta Air Lines, Inc. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 (404) 715-2387 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 11 pages) 2 SCHEDULE 13D - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 2 of 11 Pages - ----------------------------------- ---------------------------------------- - --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Delta Air Lines, Inc. - --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,107,798 EACH --------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,107,798 - --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,107,798 - --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% - --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - --------------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT!
3 SCHEDULE 13D - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 3 of 11 Pages - ----------------------------------- ---------------------------------------- - --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Sky, Ltd. - --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,107,798 EACH --------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 --------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,107,798 - --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,107,798 - --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% - --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - --------------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT!
4 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 4 of 11 Pages - ----------------------------------- ----------------------------------------
ITEM 1 SECURITY AND ISSUER This Amendment No. 4 to Schedule 13D (this "Schedule 13D") relates to the common stock (the "SkyWest Common Stock") of SkyWest, Inc., a Utah corporation ("SkyWest"), and is being filed with the Securities and Exchange Commission (the "SEC") on November 22, 2000. The principal executive offices of SkyWest are located at 444 South River Road, St. George, Utah 84790. ITEM 2 IDENTITY AND BACKGROUND This Amendment No. 4 to Schedule 13D is being filed on behalf of Delta Air Lines, Inc., a Delaware corporation ("Delta"), and New Sky, Ltd., a Bermuda corporation ("New Sky," and together with Delta, the "Reporting Parties"), to amend and restate the Schedule 13D which was originally filed with the SEC on February 5, 1987 (the "Original Schedule 13D"), and amended on January 25, 1988 (the "First Amended Schedule 13D"), March 11, 1988 (the "Second Amended Schedule 13D") and January 2, 1990. Pursuant to Rule 13d-2(e), the text (excluding exhibits) of such previous filings is restated in this Schedule 13D. New Sky is a wholly owned subsidiary of Delta Air Lines Holdings, Inc., a Delaware corporation ("Delta Holdings"). Delta Holdings is a wholly owned subsidiary of Delta formed to hold certain assets of Delta. The principal executive offices of Delta are located at Hartsfield Atlanta International Airport, Atlanta, Georgia 30320, and the principal executive offices of New Sky are located at Craig Appin House, 8 Wesley Street, Hamilton, Bermuda HMJX. Delta provides scheduled air transportation over an extensive route network. Based on calendar year 1999 data, Delta is the largest U.S. airline in terms of aircraft departures and passengers enplaned, and the third largest U.S. airline as measured by operating revenues and revenue passenger miles flown. As of September 1, 2000, Delta provided scheduled air service to 205 cities in 45 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands, and to 44 international cities in 28 countries. In addition to scheduled passenger service, Delta provides air freight, mail and related aviation services. New Sky is an insurance company licensed in Bermuda, and is engaged primarily in the business of providing insurance and reinsurance coverage for Delta and its subsidiaries. The name, citizenship, principal occupation and business address of each of the directors and executive officers of the Reporting Parties are set forth on Schedule A to this Schedule 13D. Neither the Reporting Parties nor, to the best of their knowledge, any of their directors or executive officers has during the last five years been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 5 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 5 of 11 Pages - ----------------------------------- ----------------------------------------
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On January 28, 1987, Delta and SkyWest entered into a Stock Option Agreement (the "Stock Option Agreement") which gave Delta the option (the "Option") to acquire from SkyWest up to that number of shares of authorized but unissued SkyWest Common Stock which, after giving effect to the issuance of such stock, would represent 20% of the votes represented by all of the then outstanding voting securities (as defined in the Stock Option Agreement) of SkyWest. The Stock Option Agreement was exercisable by Delta in whole at any time, and in part from time to time, for a period of one year from the date of the Stock Option Agreement. The price payable for each of the shares of SkyWest Common Stock subject to the Stock Option Agreement was the average closing price of the SkyWest Common Stock as reported by the National Association of Securities Dealers Automated Quotation System National Market System (the "NASDAQ") for the ten consecutive trading days ending on the day before the date on which Delta gave notice to SkyWest of the exercise of the Option. The Stock Option Agreement: - provided that, if Delta so requested, as promptly as practicable following a closing under the Stock Option Agreement in which Delta obtained 10% or more of the outstanding SkyWest Common Stock, SkyWest would take such action as was necessary to elect one designee of Delta to the board of directors of SkyWest, and thereafter, for as long as Delta owned at least 10% of the outstanding SkyWest Common Stock, SkyWest would include at least one Delta designee on its slate of nominees for election as directors and would use its reasonable best efforts to assure that such individual was elected to SkyWest's board of directors; - granted Delta the right, for so long as Delta owned at least 10% of the outstanding SkyWest Common Stock and the joint marketing and code sharing agreement known as the Delta Connection Agreement, or an agreement substantially similar thereto, was in effect between Delta and SkyWest, to acquire a pro rata portion of any voting securities issued by SkyWest in the future (except for certain shares of SkyWest Common Stock issuable pursuant to the exercise of certain outstanding stock options); - granted Delta certain "demand" and "piggyback" registration rights in the event Delta should determine to sell any shares of SkyWest Common Stock, or other voting securities of SkyWest, acquired 6 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 6 of 11 Pages - ----------------------------------- ----------------------------------------
pursuant to the Stock Option Agreement under circumstances requiring the registration of such sale under the Securities Act of 1933, as amended (the "Securities Act"); and - granted SkyWest a right of first refusal with respect to any voting securities of SkyWest that Delta might determine to sell, at any time Delta owned at least 5% of the outstanding SkyWest Common Stock, in a private sale or in certain public offerings registered under the Securities Act. On January 25, 1988, Delta gave SkyWest written notice of Delta's exercise of the Option in whole to purchase 1,035,933 shares of authorized but unissued SkyWest Common Stock (the "Option Shares"). The price payable for each of the Option Shares was $5.83125, for an aggregate price of $6,040,784.30. The purchase and sale of the Option Shares was subject to conditions customary in transactions of this nature. Although the transaction was not subject to compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it was subject to a 45-day waiting period imposed by the United States Department of Transportation (the "DOT"), during which period the DOT would decide whether the established exemptions from Section 408 of the Federal Aviation Act for this type of transaction would remain applicable. On January 25, 1988, Delta gave notice to the DOT of the proposed transaction. On March 10, 1988, the 45-day waiting period imposed by the United States Department of Transportation expired, and on March 11, 1988, Delta acquired the Option Shares. Based on the number of shares of SkyWest Common Stock outstanding on January 25, 1988, the Option Shares represented approximately 20% of the total number of shares of SkyWest Common Stock outstanding after giving effect to the issuance of the Option Shares. Delta obtained the funds necessary to exercise the Option and to purchase the Option Shares from its available general corporate funds. On December 27, 1989, Delta assigned and transferred the Option Shares to Delta Holdings as a capital contribution. On April 8, 1993, SkyWest declared a 3-for-2 SkyWest Common Stock dividend resulting in the acquisition by Delta Holdings of 517,966 additional shares of SkyWest Common Stock, which brought the total number of shares of SkyWest Common Stock owned by Delta Holdings at that time to 1,553,899. On May 5, 1998, SkyWest declared a 2-for-1 SkyWest Common Stock dividend resulting in the acquisition by Delta Holdings of 1,553,899 additional shares of SkyWest Common Stock, which brought the total number of shares of SkyWest Common Stock owned by Delta Holdings to 3,107,798. On August 9, 2000, Delta and SkyWest entered into an amendment (the "Amendment") to the Stock Option Agreement which amended certain understandings, rights and obligations of the parties under the Stock Option Agreement. The Amendment: 7 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 7 of 11 Pages - ----------------------------------- ----------------------------------------
- terminated SkyWest's right of first refusal with respect to the voting securities of SkyWest owned by Delta or its affiliates pursuant to the Stock Option Agreement; - amended Delta's demand registration rights to delete the requirement that Delta seek SkyWest's approval with respect to the selection of a managing underwriter or underwriter in the registration and sale of the Option Shares owned by Delta or its affiliates pursuant to the Stock Option Agreement, and to provide that in the event Delta elects to exercise such demand registration rights, SkyWest will cooperate and assist Delta in its marketing of the Option Shares to be sold pursuant to such demand registration rights; and - provided that SkyWest would remove or instruct its transfer agent to remove the restrictive legend placed on the Option Shares as required by the Stock Option Agreement. On November 17, 2000, Delta Holdings assigned and transferred all of the 3,107,798 shares of SkyWest Common Stock owned by it to New Sky as a capital contribution. ITEM 4 PURPOSE OF TRANSACTION Delta elected to exercise the Option for the purpose of obtaining a significant equity interest in SkyWest, and to encourage the continuing participation of SkyWest Airlines, a subsidiary of SkyWest, in Delta's joint marketing program with various regional carriers known as "The Delta Connection." New Sky may sell a substantial portion, and possibly all, of the shares of SkyWest Common Stock currently held by it. Any such sales may occur immediately or over a period of time, and may be made in the open market or in private transactions. ITEM 5 INTEREST IN SECURITIES OF SKYWEST (a) The Reporting Parties are each the beneficial owner, pursuant to Rule 13d-3(a), of 3,107,798 shares of SkyWest Common Stock. The shares of SkyWest Common Stock beneficially owned by each of the Reporting Parties represent approximately 11.2% of the 27,781,319 shares of SkyWest Common Stock which SkyWest indicated were outstanding on November 6, 2000, as set forth in SkyWest's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. 8 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 8 of 11 Pages - ----------------------------------- ----------------------------------------
To the best of the Reporting Parties' knowledge, no directors or executive officers of the Reporting Parties beneficially own shares of SkyWest Common Stock. (b) The Reporting Parties have shared voting and dispositive power over all of the shares of SkyWest Common Stock beneficially owned by each of the Reporting Parties. (c) Except as otherwise set forth in this Schedule 13D, neither the Reporting Parties nor, to the best of the Reporting Parties' knowledge, any of the Reporting Parties' directors or executive officers has effected any transactions in SkyWest Common Stock during the past 60 days. (d) No person other than the Reporting Parties has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of SkyWest Common Stock beneficially owned by the Reporting Parties. (e) The Reporting Parties have not ceased being the beneficial owner of more than 5% of the SkyWest Common Stock. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF SKYWEST As described above: - - On January 28, 1987, Delta and SkyWest entered into the Stock Option Agreement, which gave Delta the option to purchase 20% of the outstanding voting securities of SkyWest at the average closing price of the SkyWest Common Stock on NASDAQ for the ten consecutive trading days ending on the day before the date on which Delta gave notice to SkyWest of the exercise of the Option and required SkyWest (upon Delta's acquisition of at least 10% of the outstanding SkyWest Common Stock) to take such action as was necessary to elect one designee of Delta to the board of directors of SkyWest; - - On January 25, 1988, Delta gave SkyWest written notice of Delta's exercise of the Option in whole to purchase 1,035,933 shares of authorized but unissued SkyWest Common Stock which, after giving effect to the issuance of the Option Shares, represented 20% of the votes represented by all the outstanding voting securities of SkyWest, at a price per share equal to $5.83125 and an aggregate price of $6,040,784.30; 9 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 9 of 11 Pages - ----------------------------------- ----------------------------------------
- - On March 11, 1988, Delta acquired the 1,035,933 shares of authorized but unissued SkyWest Common Stock subject to the Option at $5.83125 per share (as a result of stock dividends, Delta subsequently acquired an additional 2,071,865 shares of SkyWest Common Stock); - - On August 9, 2000, Delta and SkyWest entered into the Amendment which amended certain understandings, rights and obligations of the parties under the Stock Option Agreement. ITEM 7 MATERIALS FILED AS EXHIBITS
Exhibit Description ------- ----------- 1 Stock Option Agreement, dated January 27, 1987, between Delta and SkyWest (incorporated by reference to the Original Schedule 13D). 2 Exercise Notice of Delta, dated January 25, 1988 (incorporated by reference to the First Amended Schedule 13D). 3 Press Release issued by Delta Air Lines, Inc. on January 25, 1988 announcing the exercise of the Option (incorporated by reference to the First Amended Schedule 13D). 4 Press Release issued by Delta on March 11, 1988 announcing the acquisition of SkyWest Common Stock (incorporated by reference to the Second Amended Schedule 13D). 5 Amendment to the Stock Option Agreement, dated August 9, 2000, between Delta and SkyWest.
10 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 10 of 11 Pages - ----------------------------------- ----------------------------------------
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 22, 2000 Delta Air Lines, Inc. By: /s/ M. MICHELE BURNS ---------------------------- M. Michele Burns Executive Vice President and Chief Financial Officer 11 - ----------------------------------- ---------------------------------------- CUSIP NO. 830879102 Page 11 of 11 Pages - ----------------------------------- ----------------------------------------
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 22, 2000 New Sky, Ltd. By: /s/ CHRISTOPHER A. DUNCAN ---------------------------- Christopher A. Duncan President 12 SCHEDULE A DELTA
PRESENT PRINCIPAL OCCUPATION NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION DELTA WITH DELTA) Malcolm B. Armstrong U.S.A. Executive Vice Delta Air Lines, Inc. President - Hartsfield Atlanta International Airport Operations Atlanta, GA 30320 Edwin L. Artzt U.S.A. Director U.S.A., Chairman of the Delta Air Lines, Inc. Board, Spalding Holdings Hartsfield Atlanta International Airport Corporation; Retired Chairman Atlanta, GA 30320 of the Board and Chief Executive Officer, The Procter & Gamble Company, Cincinnati, Ohio James L. Broadhead U.S.A. Director U.S.A., Chairman of the Board P.O. Box 14000 and Chief Executive Officer, Juno Beach, Florida 33408 FPL Group, Inc.; Chairman of the Board and Chief Executive Officer, Florida Power & Light Company, Juno Beach, Florida Edward H. Budd U.S.A. Director U.S.A., Retired Chairman of Delta Air Lines, Inc. the Board and Chief Executive Hartsfield Atlanta International Airport Officer, the Travelers Atlanta, GA 30320 Corporation, Hartford, Connecticut M. Michele Burns U.S.A. Executive Vice U.S.A. Delta Air Lines, Inc. President and Hartsfield Atlanta International Airport Chief Atlanta, GA 30320 Financial Officer
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PRESENT PRINCIPAL OCCUPATION NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION DELTA WITH DELTA) R. Eugene Cartledge U.S.A. Director Former Chairman of the Board, 6 Skidaway Village Walk Suite 203-B Savannah Foods & Industries, Savannah, Georgia 31411-2913 Inc., Savannah, Georgia; Retired Chairman of the Board and Chief Executive Officer, Union Camp Corporation, Wayne, New Jersey Robert L. Colman U.S.A. Executive Vice Delta Air Lines, Inc. President - Hartsfield Atlanta International Airport Human Resources Atlanta, GA 30320 Vicki B. Escarra U.S.A. Executive Vice Delta Air Lines, Inc. President - Hartsfield Atlanta International Airport Customer Atlanta, GA 30320 Service Mary Johnston Evans U.S.A. Director Director of various Delta Air Lines, Inc. corporations Hartsfield Atlanta International Airport Atlanta, GA 30320 George M.C. Fisher U.S.A. Director Chairman of the Board and Eastman Kodak former Chief Executive 343 State Street Officer, Eastman Kodak Company Rochester, NY 14650-0229 David R. Goode U.S.A. Director Chairman, President and Chief Norfolk Southern Corporation Executive Officer of Norfolk Three Commercial Place Southern Corporation Norfolk, Virginia 23510-2191
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PRESENT PRINCIPAL OCCUPATION NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION DELTA WITH DELTA) Gerald Grinstein U.S.A. Director Non-Executive Chairman of the 1000 2nd Avenue, Suite 3700 Board, Agilent Technologies, Seattle, Washington 98104 Inc.; a principal of Medrona Investment Group, L.L.C., Seattle, Washington; retired Chairman, Burlington Northern Santa Fe Corporation; Retired Chairman and Chief Executive Officer, Burlington Northern Inc., Fort Worth, Texas; former Chief Executive Officer, Western Air Lines, Inc. Leo F. Mullin U.S.A. Chairman and Delta Air Lines, Inc. Chief Hartsfield Atlanta International Airport Executive Atlanta, GA 30320 Officer Frederick W. Reid U.S.A. Executive Vice Delta Air Lines, Inc. President and Hartsfield Atlanta International Airport Chief Atlanta, GA 30320 Marketing Officer John F. Smith, Jr. U.S.A. Director Former Chairman of the Board 300 Renaissance Center of Directors and CEO, General MC 482-C39-B10 Motors Corporation; Director, P.O. Box 300 Hughes Electronics Detroit, Michigan 48265 Corporation; Director, The Procter & Gamble Company Andrew J. Young U.S.A. Director Chairman and Senior Partner, 303 Peachtree Street, N.E. Goodworks International, Atlanta, Georgia 30311 Inc., Atlanta, Georgia; Chairman of the Southern Africa Enterprise Development Fund; former Mayor of Atlanta, Georgia; former U.S. Ambassador to the United Nations; former member of the U.S. House of Representatives
15 NEW SKY
PRESENT PRINCIPAL OCCUPATION NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION DELTA WITH DELTA) Diana Abramovich U.S.A. Secretary Attorney, Mello Jones & Martin Mello Jones & Martin Reid House 31 Church Street Hamilton, Bermuda HM12 Philip Barnes U.K. Alternate Managing Director, Aon Mello Jones & Martin Director Insurance Managers (Bermuda) Reid House Ltd. 31 Church Street Hamilton, Bermuda HM12 Chris Duncan U.S.A. Director and Director - Risk Delta Air Lines, Inc. President Management, Delta Hartsfield Atlanta International Airport Atlanta, GA 30320 Rick Price U.S.A. Director and Manager - Risk Delta Air Lines, Inc. Vice President Management, Delta Hartsfield Atlanta International Airport Atlanta, GA 30320 M. Page Rouse U.S.A. Director Vice President, Aon Craig Appin House Insurance Managers 8 Wesley Street (Bermuda) Ltd. Hamilton, Bermuda HMJX David Stowe U.S.A. Alternate Director - Treasury, Delta Delta Air Lines, Inc. Director Hartsfield Atlanta International Airport Atlanta, GA 30320 Susan E. Wolf U.S.A. Assistant Attorney, Delta Delta Air Lines, Inc. Secretary Hartsfield Atlanta International Airport Atlanta, GA 30320
EX-5 2 w42992ex5.txt AMENDMENT TO THE STOCK OPTION AGREEMENT 1 EXHIBIT 5 VIA FAX (435) 834-3305 & FEDERAL EXPRESS August 9, 2000 Airbill No. 4053 6487 1132 CONFIDENTIAL Mr. Bradford R. Rich Executive Vice President, Chief Financial Officer and Treasurer SKYWEST, INC. 444 South River Road St. George, Utah 84790-2086 Re: SkyWest Registration Rights and Related Matters Dear Mr. Rich: On behalf of Delta Air Lines, Inc. ("Delta"), I hereby acknowledge receipt of a Notice of Registration and Preemptive Rights dated July 25, 2000 (the "Notice"). Capitalized terms set forth in this letter without definition shall have the meaning set forth in the Notice. Pursuant to our telephone conversation yesterday, and in consideration of Delta declining to participate in the offering outlined in the Notice, the parties have agreed to amend the Option Agreement as follows: (1) Section 5.5, "Right of First Refusal", is eliminated in its entirety; and (2) Section 5.3(a), "Registration Rights--Demand Rights", is amended (a) to delete the requirement that Delta seek the Company's approval with respect to the selection of a managing underwriter or underwriters; and (b) to provide that in the event Delta elects to exercise its demand registration rights, the Company shall use its best efforts to cooperate and assist Delta in its marketing of any shares to be sold pursuant to Section 5.3(a), including, without limitation, participation by the Company's senior management in one or more road show presentations at Delta's request. In addition, the Company agrees to remove or instruct its transfer agent to remove the restrictive legend placed on Delta's shares of Common Stock pursuant to Section 8.5 of the Option Agreement, and to reissue such share certificates in the name of Delta or its designee. Please acknowledge your agreement to these terms on the signature page of this letter. Subject to the foregoing, Delta hereby advises the Company that with respect to any registration rights which Delta may have pursuant to Section 5.3 of the Option Agreement: (Initials) Delta hereby requests that ___________ shares - -------------- of Common Stock held by Delta be included for sale in the Offering: or 2 /s/ MMB (Initials) Delta hereby declines to participate in the - ----------- offering and waives any and all registration rights it may have under the Option Agreement with respect to the Offering. Delta further advises the Company that with respect to any preemptive rights which Delta may have pursuant to Section 5.4 of the Option Agreement: (Initials) Delta hereby notifies the Company of its - ----------- desire to acquire that number of shares of Common Stock which, when added to the shares of Common Stock currently owned by Delta, will provide Delta with the number of votes equal to Delta's "Current Percent," as such term is defined in Section 5.4 of the Option Agreement, of the total number of votes represented by all outstanding voting securities of the Company, as provided in Section 5.4 of the Option Agreement; or /s/ MMB (Initials) Delta hereby declines to purchase additional - ----------- shares of Common Stock and waives any and all preemptive rights under the Option Agreement with respect to the Offering. DELTA AIR LINES, INC. By: /s/ M. MICHELE BURNS -------------------------------- (Signature) M. Michele Burns -------------------------------- (Name) Accepted and Agreed To: Executive Vice President and Chief Financial Officer -------------------------------- SKYWEST, INC. (Title) By: /s/ BRADFORD R. RICH - -------------------------------- (Signature) Bradford R. Rich - -------------------------------- (Name) Executive Vice President, Chief Financial Officer and Treasurer - -------------------------------- (Title) - -------------------------------- (Date) -----END PRIVACY-ENHANCED MESSAGE-----