-----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, PocPlzNH98aPxuc2duTxcy7VoH75Qf66c/e6P6kemtR2NZehjw9bnHyDCo+PdN2c bhWIAfsMcqMMxEU795Resg== 0000950144-03-008928.txt : 20030725 0000950144-03-008928.hdr.sgml : 20030725 20030725171856 ACCESSION NUMBER: 0000950144-03-008928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030725 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: 03804222 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 g84022e8vk.txt DELTA AIR LINES, INC. 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 23, 2003 DELTA AIR LINES, INC. (Exact name of registrant as specified in its charter) Delaware 1-5424 58-0218548 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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 -------------- Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Pilot Negotiations Delta recently presented a proposal to the Air Line Pilots Association, International ("ALPA"), which represents Delta's pilots, to move towards a competitive pilot cost structure. On July 23, 2003, ALPA announced that Delta's current approach is inconsistent with ALPA's perspectives and that Delta's concepts do not furnish a basis for continued negotiations regarding reducing pilot employment costs. Delta remains hopeful that Delta and ALPA can find common ground for renewed negotiations soon. The existing collective bargaining agreement becomes amendable on May 1, 2005. Discontinuation of Quarterly Common Stock Dividend On July 24, 2003, Delta's Board of Directors announced that it would immediately discontinue the payment of quarterly common stock cash dividends. Delta previously paid a quarterly dividend of $0.025 per common share. The press release is attached as Exhibit 99.1. Debt Exchange Offer On July 25, 2003, Delta announced that it intends to make an exchange offer for $300,000,000 outstanding principal amount of its 6.65 percent Medium-Term Notes, Series C due 2004, and $500,000,000 outstanding principal amount of its 7.70 percent Senior Notes due 2005. The press release is attached as Exhibit 99.2. Pension Funding Obligations Delta sponsors defined benefit pension plans ("pension plans") for eligible employees and retirees. We have satisfied our minimum required funding obligations for our pension plans in 2003. Estimates of our future funding obligations under these pension plans are based on various assumptions, including the actual market performance of the plan assets, future 30-year U.S. Treasury bond yields and regulatory requirements. As previously announced, our estimated pension plan funding obligation in 2004 is between $350 million and $450 million. Our funding obligations under the pension plans in later years are not reasonably estimable at this time because these estimates vary materially depending on the assumptions used. Nevertheless, we expect our funding obligations under our pension plans in each of the years from 2005 through 2007 will be substantially larger than our estimated funding obligations in 2004. For additional information regarding our pension plans, see Note 11 (pages 51-55) of the Notes to the Consolidated Financial Statements in our 2002 Annual Report to Shareowners. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS Exhibit 99.1 Press Release dated July 24, 2003 titled "Delta Air Lines' Board of Directors Discontinues Common Stock Dividend" Exhibit 99.2 Press Release dated July 25, 2003 titled "Delta Air Lines Commences Exchange Offer for 6.65 Percent Notes Due 2004 and 7.70 Percent Notes Due 2005" 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 hereunto duly authorized. DELTA AIR LINES, INC. BY: /s/ Edward H. Bastian --------------------- Edward H. Bastian Senior Vice President - Finance and Controller Date: July 25, 2003 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- Exhibit 99.1 Press Release dated July 24, 2003 titled "Delta Air Lines' Board of Directors Discontinues Common Stock Dividend" Exhibit 99.2 Press Release dated July 25, 2003 titled "Delta Air Lines Commences Exchange Offer for 6.65 Percent Notes Due 2004 and 7.70 Percent Notes Due 2005"
EX-99.1 3 g84022exv99w1.txt PRESS RELEASE DATED JULY 24, 2003 EXHIBIT 99.1 FOR IMMEDIATE DISTRIBUTION CONTACT: Corporate Communications 404-715-2554 DELTA AIR LINES' BOARD OF DIRECTORS DISCONTINUES COMMON STOCK DIVIDEND ATLANTA, July 24, 2003 -- Delta Air Lines' (NYSE: DAL) Board of Directors today announced that it would immediately discontinue the payment of quarterly common stock cash dividends. Delta previously paid a quarterly dividend of $0.025 per common share. "The Board of Directors believes that this difficult but necessary step highlights the serious challenges that Delta still faces," said Leo F. Mullin, Delta's Chairman and Chief Executive Officer. Since mid-2001, Delta has followed an aggressive strategic plan to control costs and maintain liquidity while transforming the company for future financial stability. Delta expects to realize an annualized cash flow benefit of approximately $12 million by discontinuing the common stock dividend payment. The Board has made no decision at this time regarding dividend payments on the Series B ESOP convertible preferred stock. Statements in this news release that are not historical facts, including statements regarding Delta's beliefs, expectations, intentions or strategies, may be "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the beliefs, expectations, intentions and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the effects of terrorist attacks, military conflicts, the state of the domestic and international economy, demand for air travel, the availability and cost of aircraft fuel, competitive factors in the airline industry and the outcome of negotiations on collective bargaining agreements and other labor issues. In addition, there can be no assurance that Delta's previously announced profit improvement program goals will be achieved due to these and other factors. 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-K for the year ended December 31, 2002 and its Registration Statement on Form S-4 filed with the Commission on July 11, 2003. Caution should be taken not to place undue reliance on Delta's forward-looking statements, which represent Delta's views only as of July 24, 2003, and which Delta has no current intention to update. # # # EX-99.2 4 g84022exv99w2.txt PRESS RELEASE DATED JULY 25, 2003 EXHIBIT 99.2 FOR IMMEDIATE DISTRIBUTION CONTACTS: Corporate Communications Investor Relations 404/715-2554 404/715-6679 DELTA AIR LINES COMMENCES EXCHANGE OFFER FOR 6.65 PERCENT NOTES DUE 2004 AND 7.70 PERCENT NOTES DUE 2005 ATLANTA, July 25, 2003 -- Delta Air Lines, Inc. (NYSE: DAL) today announced that it intends to make an exchange offer for $300 million outstanding principal amount of its 6.65 percent Medium-Term Notes, Series C due 2004, and $500 million outstanding principal amount of its 7.70 percent Senior Notes due 2005 (the "old notes"). In the exchange offer, Delta is offering to exchange $545 in principal amount of its new 10 percent Senior Notes due 2008 (or $525 principal amount of new notes if the 2004 notes are tendered after the early tender date) for each $1,000 principal amount of 2004 notes tendered, and $500 in cash. For each $1,000 principal amount of 2005 notes tendered, Delta is offering to exchange $1,040 in principal amount of new notes (or $1,020 principal amount of new notes if the 2005 notes are tendered after the early tender date). The early tender date will be 5:00 p.m., New York City time, on August 8, 2003, unless extended, and the exchange offer will expire at 5:00 p.m., New York City time, on August 25, 2003, unless extended. The exchange offer will be subject to customary conditions, including the receipt of valid and unwithdrawn tenders of old notes that would result in issuance of at least $200 million in aggregate principal amount of the new notes. Tenders of outstanding old notes pursuant to the exchange offer may be withdrawn at any time on or prior to the withdrawal deadline, which will be 5:00 p.m., New York City time, on August 8, 2003, unless extended. The new notes offered in the exchange offer will not be registered under the Securities Act of 1933, as amended, and will only be offered in the United States to qualified institutional buyers in a private transaction. This announcement is not an offer to exchange or a solicitation of an offer to exchange with respect to any old notes, nor is this an offer to sell or the solicitation of an offer to buy any new notes in any state in which such offer, solicitation or sale would be unlawful. ### -----END PRIVACY-ENHANCED MESSAGE-----