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SCHEDULE 14A
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
DELTA AIR LINES, INC.
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(Name of Registrant as Specified in its Charter)
DELTA AIR LINES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1.) Title of each class of securities to which transaction applies:
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2.) Aggregate number of securities to which transaction applies:
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3.) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4.) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1.) Amount Previously Paid:
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2.) Form, Schedule or Registration No.:
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3.) Filing Party:
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4.) Date Filed:
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[LOGO OF DELTA AIR LINES APPEARS HERE]
DELTA AIR LINES, INC.
GENERAL OFFICES/HARTSFIELD ATLANTA INTERNATIONAL AIRPORT
ATLANTA, GEORGIA 30320
September 13, 1994
To Our Stockholders:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the 1994 Annual Meeting of Stockholders of Delta Air Lines, Inc.
As shown in the formal notice which is attached, the meeting will be held at
the Holiday Inn Professional Centre/Atrium in Monroe, Louisiana, on Thursday,
October 27, 1994, at 9:00 a.m., local time. At the meeting, in addition to
acting on the matters described in the proxy statement, we will report on the
Company's activities during fiscal year 1994. There will also be an opportunity
to discuss matters of interest to you as a stockholder.
If you will need special assistance at the meeting because of a disability,
please contact Ms. Jeannie Buyers, Coordinator-Investor Relations, Department
827, Delta Air Lines, Inc., Hartsfield Atlanta International Airport, Atlanta,
Georgia 30320.
It is important that your shares be represented at the meeting to assure the
presence of a quorum. Please sign, date and mail the enclosed proxy card in the
envelope provided, even if you plan to attend the meeting in person. Returning
your executed proxy card will not affect your right to attend the meeting and
vote your shares in person.
Cordially,
/s/ RONALD W. ALLEN
Ronald W. Allen
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
[LOGO OF DELTA AIR LINES APPEARS HERE]
DELTA AIR LINES, INC.
GENERAL OFFICES/HARTSFIELD ATLANTA INTERNATIONAL AIRPORT
ATLANTA, GEORGIA 30320
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Delta Air Lines, Inc.:
The Annual Meeting of Stockholders of Delta Air Lines, Inc. will be held at
the Holiday Inn Professional Centre/Atrium, 2001 Louisville Avenue, Monroe,
Louisiana, on Thursday, October 27, 1994, at 9:00 a.m., local time, to consider
and vote on:
1. The election of directors for the ensuing year.
2. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for fiscal year 1995.
3. A stockholder proposal relating to the location of future Annual
Meetings of Stockholders, if that proposal is presented at the meeting.
4. Such other matters as may properly come before the meeting or any
adjournments thereof.
The close of business on August 31, 1994, has been fixed as the record date
for determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting or any adjournments thereof. A list of stockholders entitled to
vote at the Annual Meeting will be maintained during the ten-day period
preceding the meeting at the offices of Central Bank in Monroe, Louisiana. Your
attention is directed to the proxy statement accompanying this notice.
By Order of the Board of Directors,
/s/ MARY E. RAINES
Mary E. Raines
Corporate Secretary
Atlanta, Georgia
September 13, 1994
<PAGE>
DELTA AIR LINES, INC.
GENERAL OFFICES/HARTSFIELD ATLANTA INTERNATIONAL AIRPORT
ATLANTA, GEORGIA 30320
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 27, 1994
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Delta Air Lines, Inc. ("Delta" or the
"Company") to be voted at the Annual Meeting of Stockholders to be held at the
Holiday Inn Professional Centre/Atrium in Monroe, Louisiana, on Thursday,
October 27, 1994, at 9:00 a.m., local time, or any adjournments thereof (the
"Annual Meeting"). The approximate date of mailing of this proxy statement and
the accompanying proxy card is September 13, 1994.
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, certain officers and employees of the Company, who will
receive no compensation for their services other than their regular salaries,
may solicit proxies in person or by telephone or telegraph. The Company may
also make arrangements with brokerage houses, custodians, nominees and other
fiduciaries to send proxy material to their principals at the Company's
expense. The Company has retained Morrow & Co., Inc. to aid in the solicitation
of proxies at a fee of approximately $6,500, plus certain expenses.
VOTING PROCEDURES
VOTING STOCK
The Board of Directors has set August 31, 1994, as the record date for the
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting. On the record date, there were outstanding 50,603,887 shares of common
stock, par value $3 per share ("Common Stock"), and 6,871,628 shares of Series
B ESOP Convertible Preferred Stock, par value $1 per share ("ESOP Preferred
Stock"). These securities constitute the only classes of securities entitled to
vote at the Annual Meeting.
Each outstanding share of Common Stock and ESOP Preferred Stock entitles the
holder thereof to one vote, subject in the case of the ESOP Preferred Stock to
adjustment in certain circumstances. Holders of the Common Stock and ESOP
Preferred Stock will vote together as a single class on all matters presented
at the Annual Meeting.
The ESOP Preferred Stock is held of record by Fidelity Management Trust
Company, as trustee of the Delta Family-Care Savings Plan ("Savings Plan"), and
may not be sold or distributed outside the Savings Plan except for resale to
the Company. Each share of ESOP Preferred Stock is convertible into 0.8578
shares of Common Stock, subject to adjustment in certain circumstances.
VOTING BY PROXY
If a stockholder is a corporation or partnership, the accompanying proxy card
should be signed in the full corporate or partnership name by a duly authorized
person. If the proxy card is signed pursuant to a power of attorney or by an
executor, administrator, trustee or guardian, the signer's full title should be
given
<PAGE>
and a certificate or other evidence of appointment should be furnished. If
shares are owned jointly, each joint owner should sign the proxy card.
Shares of stock represented by a proxy card that is returned properly signed
will be voted in accordance with the instructions indicated on that proxy card.
If a proxy card is signed and returned without instructions, the shares will be
voted (1) "FOR" the election of the nominees for directors listed herein; (2)
"FOR" the ratification of the appointment of Arthur Andersen LLP as independent
auditors for fiscal year 1995; and (3) "AGAINST" the stockholder proposal
described herein.
A proxy given pursuant to this solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by written notice to the Corporate
Secretary, by delivery of a later-dated proxy, or by attending the Annual
Meeting and voting in person.
If a stockholder wishes to give a proxy to someone other than the persons
designated by the Board of Directors, the three names appearing on the enclosed
proxy card may be crossed out and the name of another person inserted. The
signed proxy card should be presented at the meeting by the person representing
the stockholder. The person named as proxy should have proof of identification.
QUORUM AND VOTING REQUIREMENTS
A quorum at the Annual Meeting will consist of a majority of the votes
entitled to be cast by the holders of all shares of Common Stock and ESOP
Preferred Stock that are outstanding and entitled to vote.
A majority of the votes entitled to be cast by the holders of all shares of
Common Stock and ESOP Preferred Stock, voting together as a single class, that
are present at the meeting and entitled to vote will be necessary (1) to elect
the director-nominees listed herein; (2) to ratify the appointment of Arthur
Andersen LLP as independent auditors; and (3) to approve the stockholder
proposal described herein. Votes "withheld" from director-nominees, as well as
abstentions on the proposal, will have the same effect as negative votes.
Broker non-votes on these matters will not be included in calculating the
number of votes necessary for approval.
GENERAL INFORMATION
BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad corporate
policies and for the overall performance of the Company, although it is not
involved in day-to-day operating details. Members of the Board are kept
informed of the Company's business by various reports and documents given to
them on a regular basis, as well as by operating, financial and other reports
made at meetings of the Board of Directors and its Committees. Regular meetings
of the Board of Directors are held four times per year and special meetings are
scheduled when required. The Board held four regular meetings and two special
meetings in fiscal 1994.
COMMITTEES ESTABLISHED BY THE BOARD
The Committees established by the Board of Directors to assist it in the
discharge of its responsibilities are described below. The biographical
information concerning the directors, set forth elsewhere in this proxy
statement, identifies the Committee memberships held by each director.
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The Administrative Committee acts as the fiduciary for the administration and
operation of most of the Company's benefit plans. The Committee, which consists
of eight officers of the Company (none of whom is a member of the Board of
Directors), met four times in fiscal 1994. Each Committee member has an
alternate who may attend meetings and vote in his absence.
The Audit Committee reviews the scope and results of the annual audit, the
major non-audit services provided to the Company by the independent auditors,
and the adequacy of the Company's system of internal controls. It also
recommends to the Board the engagement of independent auditors for the Company.
The Committee, which consists of six non-employee directors, met twice in
fiscal 1994.
The Benefit Funds Investment Committee acts as the fiduciary for managing the
investment policies and assets of most of the Company's benefit plans. The
Committee, which consists of five non-employee directors, met four times in
fiscal 1994.
The Executive Committee exercises certain powers of the Board of Directors
between Board meetings, and reviews proposals involving the acquisition or
disposition of aircraft, the purchase of non-aircraft assets for more than $20
million, or a corporate restructuring. The Committee, which consists of the
Chairman of the Board and five non-employee directors, met one time in fiscal
1994.
The Finance Committee reviews the Company's financial planning and structure,
funds requirements, and borrowing and dividend policies. The Committee, which
consists of five non-employee directors, met four times in fiscal 1994.
The Personnel, Compensation & Nominating Committee makes recommendations to
the Board concerning the election of the Company's officers, the compensation
for the Chief Executive Officer and the overall policy of the Company's benefit
plans for non-contract personnel. It also sets the salaries for all officers
above the level of Vice President except for the Chief Executive Officer, and
administers the Incentive Compensation Plan. The Committee, which consists of
four non-employee directors, met five times in fiscal 1994.
The Personnel, Compensation & Nominating Committee also recommends to the
Board candidates for election as directors, and will consider nominees
recommended by stockholders. Such recommendations should be submitted in
writing to the Corporate Secretary of the Company with a description of the
proposed nominee's qualifications and other relevant biographical information,
and the nominee's consent to serve as a director.
The Stock Incentive Plan Committee administers the 1989 Stock Incentive Plan.
The Committee, which consists of three non-employee directors who are members
of the Personnel, Compensation & Nominating Committee, met two times in fiscal
1994.
COMPENSATION OF DIRECTORS
Compensation for non-employee members of the Board of Directors (i.e.,
directors who are not employed by the Company on a full-time basis) has been
set at an annual retainer of $25,000 and a meeting fee of $1,000 plus expenses
for each Board and Committee meeting attended. In addition, an annual fee of
$7,500 has been established for the Chairmen of the Audit, Benefit Funds
Investment, Executive, Finance, and Personnel, Compensation & Nominating
Committees. In order to emphasize the need for cost reductions, the Board of
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Directors, effective January 1, 1993, reduced by 20% the foregoing annual
retainer, meeting fees and Committee Chairmen fees. The reduced fees continue
in effect.
Full-time employees of the Company who serve as directors receive only
reimbursement of expenses incurred in attending meetings. Directors and their
spouses are eligible for complimentary transportation privileges on Delta.
Directors may elect to defer all or any part of their compensation earned as a
director until the earlier of a date specified by the director or the date he
or she ceases to be a director. The Company will pay interest on amounts
deferred based on the prime rate in effect at three specified banks.
Directors who retire from the Board may be elected Advisory Directors for a
term which varies depending upon the director's term of active service and age
at retirement. Advisory Directors receive an annual retainer equal to the
annual retainer paid to non-employee directors at the time of their retirement,
without regard to the annual retainer reduction discussed above.
CHARITABLE AWARD PROGRAM
The Company's charitable contribution program permits each director to
recommend up to five tax-exempt organizations to receive donations totaling $1
million after the director's death. Recommended donations will be made by The
Delta Air Lines Foundation, a tax-exempt charitable foundation funded by the
Company. All current directors are participants in this program, but it has
been discontinued with respect to directors who may join the Board in the
future.
PROPOSAL 1
ELECTION OF DIRECTORS
A Board of eleven directors is to be elected at the Annual Meeting, each
director so elected to hold office for a term of one year and until the
election and qualification of a successor. In the event any nominee for
director declines or is unable to serve, a substitute nominee or nominees may
be chosen by the persons authorized by the Board of Directors to vote the
proxies. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING NOMINEES:
Ronald W. Allen, Edwin L. Artzt, Henry A. Biedenharn, III, James L.
Broadhead, Edward H. Budd, George D. Busbee, R. Eugene Cartledge, Mary Johnston
Evans, Gerald Grinstein, Jesse Hill, Jr. and Andrew J. Young.
All of the nominees except Mr. Young were elected by the stockholders at the
last Annual Meeting. Mr. Young was elected a director by the Board of Directors
effective April 27, 1994.
During fiscal 1994, each nominee attended all meetings of the Board of
Directors and the Committees on which he or she served.
The Company's By-Laws establish mandatory retirement ages for directors.
Pursuant to these provisions, Mr. David C. Garrett, Jr. will retire from the
Board on October 27, 1994, after having served as a director since 1968. Upon
his retirement, he will become an Advisory Director. Mr. Garrett is Chairman of
the Executive Committee and is a member of the Finance Committee and the
Personnel, Compensation and Nominating Committee.
One of the current directors, Mr. Allen, is a full-time employee of the
Company. The predominantly non-employee Board brings to the Company a wide and
valuable range of judgment and experience from
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such diverse fields as air and ground transportation, consumer goods,
government and international affairs, insurance, law, utilities, and paper and
paperboard production.
Certain information about the nominees follows:
RONALD W. ALLEN has been Chairman of the Board and Chief Executive Officer of
Delta since August 1, 1987. On March 1, 1993, Mr. Allen was elected to the
additional office of President, a position he also held from August 9, 1990 to
April 30, 1991. He was President and Chief Operating Officer of the Company
from 1983 to July 31, 1987. Mr. Allen has been a director of Delta since 1975,
and is a member of the Executive Committee. He is also a director of The Coca-
Cola Company and NationsBank Corporation, and is a member of the Board of
Trustees of Presbyterian College. Age 52.
EDWIN L. ARTZT has been Chairman of the Board and Chief Executive Officer of
The Procter & Gamble Company since January 1990. From June 1984 to January
1990, Mr. Artzt served as Vice Chairman of the Board of The Procter & Gamble
Company and as President of Procter & Gamble International. He has been a
director of Delta since 1991, and is a member of the Audit Committee and the
Benefit Funds Investment Committee. Mr. Artzt is also a director of American
Express Company, GTE Corporation and Teradyne, Inc., and a member of The
Business Council and The Business Roundtable. Age 64.
HENRY A. BIEDENHARN, III has been Chairman of the Board, President and Chief
Executive Officer of Ouachita Coca-Cola Bottling Company, Inc. since 1991. He
was President and Chief Executive Officer and a director of that company from
1981 to 1991. He has been a director of Delta since 1986, and is a member of
the Audit Committee and the Benefit Funds Investment Committee. Mr. Biedenharn
is also President and Chief Executive Officer and a director of four other
Coca-Cola Bottling Companies located in Arkansas, Louisiana and Mississippi, a
director and Vice President of Biedenharn Realty Company, Inc., a director of
Hudson, Inc., and a member of the Board of Governors of the Coca-Cola Bottlers
Association and the Boards of Directors of the Dr. Pepper Bottlers Association
and the National Soft Drink Association. Age 52.
JAMES L. BROADHEAD has been Chairman of the Board, President and Chief
Executive Officer of FPL Group, Inc. since May 1990. From January 1989 to May
1990, he was President and Chief Executive Officer of FPL Group, Inc. From 1986
to October 1988, Mr. Broadhead served as President, Telephone Operating Group
of GTE Corporation. He has been a director of Delta since 1991, and is a member
of the Audit Committee and the Benefit Funds Investment Committee. Mr.
Broadhead is also a director of FPL Group Capital, Inc., Florida Power & Light
Company, Barnett Banks, Inc. and The Pittston Company, a member of The Business
Council and The Business Roundtable, and a Trustee Fellow of Cornell
University. Age 58.
EDWARD H. BUDD has been Chairman of the Executive Committee and a director of
The Travelers Inc. since December 31, 1993. He was Chairman and Chief Executive
Officer of The Travelers Corporation from 1982 through 1993 and was an
executive officer of that company from 1974 though 1993. He has been a director
of Delta since 1985, is Chairman of the Benefit Funds Investment Committee, and
is a member of the Executive and Finance Committees. Mr. Budd is also a
director of GTE Corporation, a member of the American Academy of Actuaries and
The Business Council, and a Trustee of Tufts University. Age 61.
GEORGE D. BUSBEE has been of counsel to the law firm of King & Spalding since
1993, was a partner in that firm from 1983 to 1993, and was Governor of the
State of Georgia from 1975 until 1983. Prior to his election as Governor, he
served for 18 years as a member of the Georgia House of Representatives, while
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<PAGE>
also engaging in the practice of law. Mr. Busbee has been a director of Delta
since 1983, and is a member of the Audit and Finance Committees. He is also a
director of Union Camp Corporation, Roses Stores, Inc. and SHL Systemhouse Inc.
Age 67.
R. EUGENE CARTLEDGE was Chairman of the Board and Chief Executive Officer of
Union Camp Corporation from December 1989 until his retirement in June 1994. He
was Union Camp's Chairman of the Board, President and Chief Executive Officer
from January 1986 through November 1989, and President and Chief Operating
Officer from December 1983 to December 1985. Mr. Cartledge has been a director
of Delta since 1990, is Chairman of the Finance Committee, and is a member of
the Executive Committee, the Personnel, Compensation & Nominating Committee and
the Stock Incentive Plan Committee. He is also a director of Union Camp
Corporation, NationsBank Corporation and Sun Company, Inc. Age 65.
MARY JOHNSTON EVANS is a director of Baxter International Inc., Dun &
Bradstreet Corp., Household International, Inc., New Europe Fund and Sun
Company, Inc. She has been a director of Delta since 1982, and is a member of
the Audit Committee, the Personnel, Compensation & Nominating Committee and the
Stock Incentive Plan Committee. Mrs. Evans is also a senior member of the
Conference Board, a member of the Advisory Board of Morgan Stanley, Inc. and a
trustee of various trusts of the American Association of Retired Persons. She
was a director of AMTRAK from 1974 to 1980, serving as Vice Chairman from 1974
until 1979. Age 64.
GERALD GRINSTEIN has been Chairman and Chief Executive Officer of both
Burlington Northern Inc. and Burlington Northern Railroad Company since July
1991. He was Chairman, President and Chief Executive Officer of Burlington
Northern Inc. from October 1990 to July 1991, and President and Chief Executive
Officer of that company from January 1989 to October 1990. From May 1989 to
July 1991, Mr. Grinstein also served as Chairman, President and Chief Executive
Officer, and from February 1989 to May 1989, President and Chief Executive
Officer, of Burlington Northern Railroad Company. Mr. Grinstein was Vice
Chairman of Burlington Resources Inc. from May 1988 to December 1988; Vice
Chairman of Burlington Northern Inc. from April 1987 to December 1988; and
Chief Executive Officer of Western Air Lines, Inc. from 1985 through March
1987. He has been a director of Delta since 1987, is Chairman of the Personnel,
Compensation & Nominating Committee and the Stock Incentive Plan Committee, and
is a member of the Executive and Finance Committees. He is also a director of
Browning-Ferris Industries, Inc., Seafirst Corporation and Sundstrand
Corporation. Age 62.
JESSE HILL, JR. has been Chairman of the Board of Atlanta Life Insurance
Company since 1993, and Chairman and Chief Executive Officer from 1992 to 1993.
He was Chairman, President and Chief Executive Officer of that company from
April 1991 to June 1992, and President and Chief Executive Officer from 1973 to
April 1991. He has been a director of Delta since 1975, is Chairman of the
Audit Committee and is a member of the Benefit Funds Investment Committee and
the Executive Committee. He is also a director of National Service Industries,
Inc., Trust Company Bank, Trust Company of Georgia and Knight-Ridder
Newspapers, Inc. Age 68.
ANDREW J. YOUNG has been Vice Chairman of the Board of Law Companies Group,
Inc. since February 1993 and Chairman of Law International, Inc. since 1991.
Mr. Young was Mayor of the City of Atlanta, Georgia from 1982 to 1990, United
States Ambassador to the United Nations from 1977 to 1979, and a member of the
House of Representatives of the United States Congress from 1973 to 1977. He
has been a director of Delta since April 27, 1994. Mr. Young is a director of
Host Marriott Corporation, Atlanta Life Insurance Company and Thomas Nelson,
Inc., a member of the Board of Trustees of Howard University and the Georgia
Tech University Advisory Board, and a director of the Martin Luther King, Jr.
Center, the
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Global Infrastructure Fund and the Center for Global Partnership. He is also
Co-Chairman of the Atlanta Committee for the Olympic Games and a member of the
Board of the United States Olympic Committee. Age 62.
BENEFICIAL OWNERSHIP OF SECURITIES
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of Common Stock and, if
applicable, ESOP Preferred Stock beneficially owned, as of August 31, 1994, by
each director of the Company, each executive officer named in the Summary
Compensation Table presented elsewhere in this proxy statement, and all
directors and executive officers of the Company as a group. Unless otherwise
indicated by footnote, the owner exercises sole voting and investment power
over the shares.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT OF CLASS ON
NAME OF BENEFICIAL OWNER TITLE OF SECURITIES OWNED AUGUST 31, 1994(1)
- ------------------------ ------------------- ------------ -------------------
<S> <C> <C> <C>
DIRECTORS
Ronald W. Allen ............ Common Stock 252,906(2)
ESOP Preferred Stock 84
Edwin L. Artzt.............. Common Stock 500
Henry A. Biedenharn, III.... Common Stock 450,365(3)
James L. Broadhead.......... Common Stock 1,000
Edward H. Budd.............. Common Stock 1,109
George D. Busbee............ Common Stock 100
Eugene Cartledge............ Common Stock 1,014
Mary Johnston Evans......... Common Stock 1,000
David C. Garrett, Jr. ...... Common Stock 22,492(4)
Gerald Grinstein............ Common Stock 1,878
Jesse Hill, Jr. ............ Common Stock 1,470(5)
Andrew J. Young............. Common Stock 100
EXECUTIVE OFFICERS
Harold C. Alger............. Common Stock 29,102(2),(6)
ESOP Preferred Stock 73
Thomas J. Roeck, Jr. ....... Common Stock 72,930(2)
ESOP Preferred Stock 84
Russell H. Heil............. Common Stock 94,730(2)
ESOP Preferred Stock 84
Rex A. McClelland........... Common Stock 64,691(2),(7)
ESOP Preferred Stock 78
Directors and Executive
Officers as a Group
(20 Persons)............... Common Stock 1,149,872(2),(8) 2.3%
ESOP Preferred Stock 644
</TABLE>
- --------
(1) Percentage is shown only if greater than 1% of the class. None of the
Company's directors or executive officers beneficially owned, as of August
31, 1994, any of the Company's Series C Convertible Preferred Stock or
3.23% Convertible Subordinated Notes due June 15, 2003.
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<PAGE>
(2) Includes the following number of shares of Common Stock which the
following persons or group have the right to acquire within 60 days upon
the exercise of stock options: Mr. Allen--235,000; Mr. Alger--25,000; Mr.
Roeck--68,000; Mr. Heil--85,000; Mr. McClelland--60,000; and directors and
executive officers as a group--613,000.
(3) Includes 429,745 shares of Common Stock owned by Biedenharn Realty
Company, Inc. over which Mr. Biedenharn has shared voting and investment
power; 12,856 shares of Common Stock owned by the Emma Lou Biedenharn
Foundation of which Mr. Biedenharn is a director and trustee; and 7,524
shares of Common Stock owned by Hudson, Inc. over which Mr. Biedenharn has
shared voting and investment power.
(4) Excludes 1,000 shares of Common Stock owned by Mr. Garrett's spouse. Mr.
Garrett disclaims beneficial ownership of these shares.
(5) Excludes 400 shares of Common Stock held by Mr. Hill's spouse as custodian
for their minor grandchildren. Mr. Hill disclaims beneficial ownership of
these shares.
(6) Excludes 11 shares of Common Stock and 20 shares of ESOP Preferred Stock
beneficially owned by Mr. Alger's spouse. Mr. Alger disclaims beneficial
ownership of these shares.
(7) Excludes 50 shares of Common Stock beneficially owned by Mr. McClelland's
spouse. Mr. McClelland disclaims beneficial ownership of these shares.
(8) Excludes 1,461 shares of Common Stock and 20 shares of ESOP Preferred
Stock beneficially owned by family members of directors and executive
officers as to which shares they disclaim beneficial ownership.
BENEFICIAL OWNERS OF MORE THAN 5% OF VOTING STOCK
The following table sets forth the holdings of the only persons known to the
Company to beneficially own more than five percent of any class of the
Company's voting securities.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL CLASS ON
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP AUGUST 31, 1994
------------------- -------------- ----------------- ---------------
<S> <C> <C> <C>
The Capital Group, Inc Common Stock 8,549,670(1) 16.9%
333 South Hope Street
Los Angeles, CA 90071
Sanford C. Bernstein & Co. Common Stock 4,115,722(2) 8.1%
One State Street Plaza
New York, NY 10004
Fidelity Management Trust ESOP Preferred Stock 6,871,628(3) 100.0%
Company Common Stock 3,149,966(3) 6.2%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- --------
(1) Based upon a Schedule 13G dated February 23, 1994, in which The Capital
Group, Inc. reported that, as of December 31, 1993, it and its affiliates
had sole voting power over 3,580,540 of such shares, shared voting power
over none of such shares, and sole dispositive power over all 8,549,670 of
such shares. The Capital Group, Inc. and its affiliates do not own such
shares directly but exercise investment discretion over various
institutional accounts. The Capital Group, Inc. disclaims beneficial
ownership of all of such shares.
(2) Based on a Schedule 13G dated February 14, 1994, in which Sanford C.
Bernstein & Co., Inc. reported that, as of December 31, 1993, it had sole
voting power over 2,244,625 of such shares, shared voting power over none
of such shares, and sole dispositive power over all 4,115,722 of such
shares. Sanford C. Bernstein & Co., Inc. holds such shares for client
accounts over which it exercises investment discretion.
(3) These shares are held by Fidelity Management Trust Company as the trustee
of the Savings Plan.
8
<PAGE>
THE DELTA FAMILY-CARE SAVINGS PLAN
Fidelity Management Trust Company is the trustee of the Savings Plan, a
qualified defined contribution pension plan under which eligible Delta
personnel may contribute a portion of their earnings on a pre-tax or after-tax
basis among various investment funds, including a fund invested primarily in
Common Stock ("Delta Stock Fund").
Subject to certain federal tax limitations, during fiscal 1994, Delta
contributed 50c to a participant's account for every $1 contributed by that
participant, up to 2% of the participant's annual earnings. The Savings Plan
contains an employee stock ownership plan feature ("ESOP") pursuant to which a
specified amount of the Company's contributions to a participant's account
during each Savings Plan year is invested in ESOP Preferred Stock and Common
Stock ("Preferred Stock Fund"). The balance of Delta's contribution is invested
in one or more investment funds in accordance with the participant's
directions. At June 30, 1994, there were approximately 60,500 participants in
the Savings Plan.
The Savings Plan provides that shares of ESOP Preferred Stock and Common
Stock allocated to a participant's account in the Preferred Stock Fund
("Allocated Shares") will be voted by the trustee in accordance with the
participant's confidential voting instructions or, if no voting instructions
are received by the trustee, such shares will be voted by the trustee in its
discretion. The Savings Plan further provides that shares of ESOP Preferred
Stock not yet allocated to any participant's account will be voted by the
trustee in proportion to the votes cast with respect to Allocated Shares for
which voting instructions are received.
The Savings Plan provides that shares of Common Stock attributable to a
participant's account in the Delta Stock Fund will be voted by the trustee in
accordance with the participant's confidential voting instructions. The Savings
Plan further provides that shares of Common Stock in the Delta Stock Fund for
which no instructions are received will be voted by the trustee in its
discretion.
CERTAIN OTHER BENEFICIAL OWNERS
In fiscal 1990, the Company entered into separate equity cross-purchase
agreements with Singapore Airlines Limited ("Singapore Airlines") and Swissair,
Swiss Air Transport Company Ltd. ("Swissair"). Pursuant to these agreements,
the Company sold 2.5 million shares of Common Stock to each of Singapore
Airlines and Swissair, and purchased an equity interest in both of these
airlines.
In their equity cross-purchase agreements with Delta, Singapore Airlines and
Swissair have agreed to vote their shares of the Company's voting stock in
proportion to the votes cast by the Company's other stockholders or, at
Singapore Airlines' or Swissair's election, as recommended by the Company's
Board of Directors, until (1) in the case of Singapore Airlines, the earlier of
October 25, 1999 or such time as Singapore Airlines ceases to own 2% or more of
the Company's outstanding voting power, or (2) in the case of Swissair, July 9,
1999. Singapore Airlines and Swissair have also agreed to certain restrictions
on their right to transfer their shares of Common Stock, to acquire additional
shares of the Company's voting stock and to seek to affect or influence the
control of the Company's management, Board of Directors or business. The
Company has agreed to similar voting and other restrictions with respect to its
ownership of Singapore Airlines' and Swissair's voting stock.
9
<PAGE>
OTHER MATTERS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Personnel, Compensation & Nominating Committee are Mr.
Grinstein, who serves as Chairman, Mr. Cartledge, Mrs. Evans and Mr. Garrett.
The members of the Stock Incentive Plan Committee are Mr. Grinstein, who serves
as Chairman, Mr. Cartledge and Mrs. Evans. None of the members of the
Personnel, Compensation & Nominating Committee or the Stock Incentive Plan
Committee has any interlocking relationships as defined by the Securities and
Exchange Commission.
Mr. Grinstein was an executive officer from 1985 through March 1987 of
Western Air Lines, Inc., which became a wholly owned subsidiary of the Company
on December 18, 1986, and was merged into Delta on April 1, 1987.
Mr. Garrett was an executive officer of Delta from 1971 until August 1, 1987,
when he retired as an officer of the Company. With the approval of the Board of
Directors, the Company in 1979 entered into a contract with Mr. Garrett under
which he served as a senior executive officer of Delta from May 1, 1979 until
his retirement on August 1, 1987. Under this contract, Mr. Garrett is employed
by the Company as a part-time advisor and consultant for ten years from the
date of his retirement, and receives consulting fees of $183,333 per year. If
Mr. Garrett dies before the end of the consulting period, the compensation
payable with respect to the remainder of the consulting period will be paid to
specified family members at such periods as the Company may determine, but not
less often than monthly. As discussed above, Mr. Garrett will be retiring from
the Company's Board of Directors on October 27, 1994.
EMPLOYMENT AGREEMENT
With the approval of the Board of Directors, the Company in 1987 entered into
a contract with Mr. Allen under which he agreed to continue to serve as a
senior executive officer of Delta for a term beginning August 1, 1987 and
ending on the earlier of July 31, 1997, or the first day of the month following
his retirement under the Company's retirement plan.
This contract further provides for Mr. Allen's employment by the Company as a
part-time advisor and consultant for ten years beginning on the earliest of the
first day of the month following the date to which the Board of Directors
determines that his normal termination date under his contract should be
advanced and the part-time advisor and consultant period should begin, his
retirement date, or the first day of the month following his complete
disability. Compensation during the advisory and consulting period is fixed at
a monthly rate of one-third of the greater of Mr. Allen's (1) monthly rate of
pay immediately prior to his undertaking the advisory and consulting services,
or (2) average monthly rate of pay determined from the highest sum of his
monthly rate of pay during any sixty consecutive months during his last ten
years of continuous employment prior to termination of employment. The monthly
consulting fee plus Mr. Allen's actual monthly retirement pay effective as of
the date of retirement may not exceed 90% of the greater of the monthly rate of
pay calculated in (1) or (2) above. All calculations will be based on Mr.
Allen's salary of record during the relevant period.
The contract also states that if Mr. Allen dies after the beginning but
before the end of the consulting period 100% of the remaining consulting fees
with respect to such period will be paid, to his estate or as he may otherwise
specify, at such periods as the Company may determine, but not less often than
monthly. If Mr. Allen dies before the beginning of the consulting period, 50%,
60%, or 70% of the consulting fee will be paid, depending on whether he dies
with no or one, two, or three or more, respectively, eligible survivors.
10
<PAGE>
CERTAIN LEGAL PROCEEDINGS
On March 6, 1992, Pan Am Corporation and certain of its subsidiaries ("Pan
Am") and the Official Committee of Unsecured Creditors of Pan Am ("Creditors
Committee"), together with the Ad Hoc Committee of Administrative and Priority
Creditors of Pan Am ("Ad Hoc Committee"), filed a consolidated amended
complaint ("Complaint") against Delta relating to Delta's participation in Pan
Am's plan of reorganization. The Complaint alleges, among other things, that
Delta breached its contractual obligations and promises to participate in the
plan of reorganization; violated its duty of good faith and fair dealing;
breached its fiduciary duties to Pan Am and its creditors; and acted in bad
faith. The plaintiffs are seeking to disallow, or to subordinate to the claims
of Pan Am's general unsecured creditors, all claims Delta may have against Pan
Am, including repayment of $115 million principal amount of debtor-in-
possession financing Delta provided to Pan Am; to impose a constructive trust
for the benefit of Pan Am's creditors on the profits Delta receives or should
have received from the assets Delta purchased from Pan Am under an asset
purchase agreement dated July 27, 1991, as amended; to recover at least $2.5
billion in compensatory damages plus punitive damages, costs and attorneys'
fees; and to obtain such other relief as the Court deems appropriate. In
addition, the Creditors Committee is seeking, independently and in its own
right, unspecified compensatory and punitive damages for, among other things,
loss of its potential equity interest in, and loss of employment by Pan Am
employees with, a reorganized Pan Am. The trial of this lawsuit began on May 4,
1994, and concluded on June 10, 1994, before the United States District Court
for the Southern District of New York, which has not yet issued its decision.
The Company believes this lawsuit is without merit and intends to continue to
defend this matter vigorously. The Travelers Insurance Company, of which Mr.
Budd is a director, is a member of the Ad Hoc Committee. The Company has
instituted procedures to exclude Mr. Budd from participation in matters related
to this litigation.
On September 19, 1986, a purported class action lawsuit was filed against
Delta, Western Air Lines, Inc. ("Western") and certain directors of Western,
including Mr. Grinstein, in the Court of Chancery of the State of Delaware in
New Castle County ("Chancery Court") on behalf of persons who owned Western
securities on September 9, 1986, the date Western and Delta entered into a
merger agreement ("Merger Agreement") providing for the merger ("Merger") of a
wholly owned subsidiary of Delta into Western. (The Merger was consummated on
December 18, 1986, and Western was merged into Delta on April 1, 1987.) In
their amended complaint, the plaintiffs, who are seeking unspecified
compensatory and rescissionary damages, allege, among other things, that the
consideration paid in the Merger was grossly inadequate, that Western's
directors breached their fiduciary duties to Western stockholders by approving
the Merger despite their knowledge that Western's common stock had a value of
up to more than double the merger price, by agreeing to a "lock-up option" and
a "no shop/no talk" clause in the Merger Agreement, by acquiescing in certain
"golden parachute" arrangements and by failing to disclose certain information
concerning the value of Western, and that Delta aided and abetted such breaches
of duty. On September 11, 1989, the Chancery Court granted in part and denied
in part Western's and the individual defendants' motions to dismiss the amended
complaint, and granted Delta's motion to dismiss the amended complaint. The
Chancery Court ruled that the amended complaint stated two claims against
Western and the individual defendants that could not be resolved on a motion to
dismiss: whether Western and the individual defendants failed (1) to act in the
best interests of Western's stockholders in conducting the sale of Western; and
(2) to disclose certain information concerning the value of Western. On
February 25, 1994, the Chancery Court granted Western's and the individual
defendants' motions for summary judgment. The plaintiffs have appealed this
ruling to the Delaware Supreme Court. Delta believes that the defendants'
conduct has been entirely proper and lawful, and it intends to continue to
defend this lawsuit vigorously.
11
<PAGE>
LEGAL SERVICES
Mr. Busbee, in 1993, retired as a partner in the law firm of King &
Spalding, which provided certain legal services to the Company in fiscal 1994
and is expected to provide similar services in fiscal 1995. Mr. Busbee is now
of counsel to King & Spalding.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Delta's
directors, executive officers and persons who beneficially own more than 10%
of a registered class of the Company's equity securities ("Reporting Persons")
to file certain reports concerning their beneficial ownership of Delta's
equity securities. Delta believes that during fiscal 1994 all Reporting
Persons complied with their Section 16(a) filing requirements.
PERSONNEL, COMPENSATION & NOMINATING COMMITTEE
AND STOCK INCENTIVE PLAN COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
This report of the Personnel, Compensation & Nominating Committee
("Compensation Committee") and the Stock Incentive Plan Committee (together
with the Compensation Committee, the "Committees") of the Board of Directors
describes the Committees' executive compensation policies. It also describes
the basis on which the Committees made fiscal 1994 compensation determinations
with respect to the executive officers of the Company, including the Chief
Executive Officer and the other executive officers named in the Summary
Compensation Table in this proxy statement.
As is noted earlier in this proxy statement, the Compensation Committee's
duties include recommending to the Board the base salary for the Chief
Executive Officer, setting the base salaries for all other officers above the
level of Vice President, and administering the Company's Incentive
Compensation Plan. The Compensation Committee also evaluates executive
performance and addresses other matters related to executive compensation. The
Stock Incentive Plan Committee administers the Company's 1989 Stock Incentive
Plan.
COMPENSATION POLICY AND OVERALL OBJECTIVES
In determining the amount and composition of executive compensation, the
Committees' goal is to provide a compensation package that will enable the
Company to attract and retain talented executives, reward outstanding
performance and more closely link the interests of the Company's executives
and stockholders. In determining actual compensation levels, the Committees
consider all elements of the program in total, rather than any one element in
isolation.
The primary components of the Company's executive compensation package are
base salary, incentive compensation and stock-based awards.
DISCUSSION OF PRINCIPAL COMPONENTS OF EXECUTIVE COMPENSATION
Base Salary
The Compensation Committee's review of each executive officer's salary takes
into consideration the executive's performance, responsibilities, experience
and expertise, salaries for comparable positions at other
12
<PAGE>
companies (as discussed further below), and equity issues relating to pay for
other Company executives. In making salary recommendations or decisions, the
Compensation Committee exercises its discretion and judgment based on these
factors. No specific formula is applied to determine the weight of any factor.
The Compensation Committee believes the competitive "market" for its
executive officer salary determinations includes transportation and aerospace
companies, service companies of a similar size to the Company, and other
companies with headquarters in the Atlanta area. In making these
determinations, the Compensation Committee also reviews compensation for
executive officers at a smaller group of companies comprised only of other
large domestic airlines. This large domestic airline group is the same as the
airlines represented in the stock price performance graph presented in this
proxy statement. The Compensation Committee considers pay at both groups of
companies in making its decisions because it believes that the market for the
Company's executives, and thus the relevant competitive data, includes a
broader group of companies than the airline group alone.
During fiscal 1994, salaries for all of the Company's executive officers
other than the Chief Executive Officer (whose pay reduction is discussed below)
were 5% below the rate established for each executive's position. Although
executive officer salaries are significantly below the 50th percentile of
salaries of both of the market groups discussed above, it is the Compensation
Committee's goal to target base salaries at the 50th percentile level of a
combination of the two market groups. The Compensation Committee believes this
is an important element in the program to attract and retain key executives,
and believes that the performance of the Company's executive officers would
have warranted increases to this targeted level during fiscal 1994. Due to the
fact that pay and workforce reductions have been implemented for other
personnel and in light of the Company's financial performance, management
recommended, and the Compensation Committee agreed, that fiscal 1994 was not an
appropriate time to increase executive officers' salaries to the targeted
level.
Incentive Compensation Plan
Under the terms of the Company's Incentive Compensation Plan in effect during
fiscal 1994, employees selected by the Compensation Committee may receive
additional cash awards based on several areas of performance that are
considered key to the Company's success. These include the overall financial
performance of the Company, both independently and in relation to other major
airlines, individual performance, the state of the economy and the impact of
governmental action on the airline industry. No specific weighting was assigned
to any of these factors, nor were predetermined goals established under the
plan. No awards were made under the plan for fiscal 1994.
During fiscal 1994, the Compensation Committee recommended and the Board
approved several changes to the Incentive Compensation Plan effective for
fiscal 1995. The purpose of these changes is to enhance the link between pay
and performance by tying payments to the achievement of specific, predetermined
goals, and by clearly communicating to participants the potential rewards for
achieving these performance goals. The Compensation Committee believes these
changes will strongly reinforce the performance orientation of the Company's
executive pay philosophy.
In the future, payments under the Incentive Compensation Plan will be made
only to the extent to which a predetermined Company financial goal for the
applicable year is achieved. Even if that goal is met, no payments will be made
unless two additional criteria are achieved. First, the Company must have
reported a net profit for the fiscal year. Second, the Company must have paid
dividends during the fiscal year to holders of all classes of its common and
preferred stock. The Compensation Committee believes these additional criteria
reinforce the Company's commitment to its stockholders.
13
<PAGE>
Stock-Based Awards
The 1989 Stock Incentive Plan is a stock-based incentive compensation plan
under which employees selected by the Stock Incentive Plan Committee may
receive awards of stock options, stock appreciation rights, restricted stock
and other stock-based awards. Restricted Stock grants have been made only once
(during fiscal year 1992) to reward certain individuals for extended effort
that was deemed to be a significant contribution toward strategic goals. The
Company encourages participants to hold the stock received under the plan so
that participants' interests will continue to be aligned with the long-term
interests of the Company's stockholders.
Stock options were granted to executive officers and to other eligible
employees in January 1994 at an exercise price per share equal to $54.375, the
closing price of the Common Stock on the New York Stock Exchange on the date of
grant. The Stock Incentive Plan Committee established award sizes with economic
values which are above the average values of long-term awards granted to
executives in comparable positions at the broader group of companies described
above, but below the average values of long-term awards granted to executives
in comparable positions at the other major airlines. This practice reflects the
Committee's conservative philosophy, as compared with the other major airlines,
regarding executive pay in general.
To determine the number of stock options granted to each participant, the
Stock Incentive Plan Committee used an option pricing model to determine the
economic value of the Company's options. In making grants, the Stock Incentive
Plan Committee also considered other factors, including individual performance
and job duties relative to other participants in the Plan. No specific
weighting was assigned to any of these factors. Further, because its primary
goal is to ensure that awards are competitive on an annualized basis, the Stock
Incentive Plan Committee did not consider executives' current holdings of
Common Stock when making these grants.
As a result of a competitive review of the Company's overall compensation
program (see discussion below), during fiscal 1994, the Stock Incentive Plan
Committee extended from five years to ten years the terms of outstanding stock
options and stock appreciation rights for certain active employees, including
the executive officers named in the Summary Compensation Table, and provided a
ten year term for the stock options granted during the year. The purpose of the
change in exercise period was to enhance the competitiveness of the program by
more closely matching the stock option practices of other companies. This
change was expressly permitted by an amendment to the plan which was approved
at the 1993 Annual Meeting of Stockholders.
OTHER MATTERS INVOLVING EXECUTIVE COMPENSATION
During fiscal years 1993 and 1994, the Compensation Committee retained an
independent compensation consultant to assist it with a comprehensive review of
the Company's executive compensation programs. Under the direction of the
Compensation Committee, the consultant compared the Company's executive
compensation programs with the compensation paid to executives in the
competitive markets described earlier in this report. This review, which was
completed early in fiscal 1994, indicated that the total compensation of the
Company's executives was below that of the competitive market groups. The
Compensation Committee believes that changes to the programs will improve the
Company's ability to attract and retain key executives, and the Compensation
Committee is continuing to work with the consultant to develop appropriate
changes to the programs. The changes to the 1989 Stock Incentive Plan approved
by stockholders at the 1993 Annual Meeting and the changes to the Incentive
Compensation Plan discussed earlier in this report were recommended by the
consultant and approved by the Compensation Committee.
14
<PAGE>
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
In 1993, Section 162(m) was added to the Internal Revenue Code. This section
generally limits to $1 million the annual corporate federal income tax
deduction for compensation paid to the chief executive officer or any of the
four other highest paid officers of a publicly-held corporation, unless certain
requirements are met.
The Committees have considered the impact of Section 162(m) on the Company's
executive compensation programs, and generally believe it is important that
those programs comply with the applicable rules to ensure that tax deductions
for executive pay are preserved. To comply with the new requirements, during
fiscal 1994 the Company amended its 1989 Stock Incentive Plan to limit the
maximum number of shares of Common Stock subject to stock options that can be
granted to any one person.
No executive received pay in excess of $1 million during fiscal 1994, nor are
any executives expected to receive pay in excess of $1 million during fiscal
1995. For this reason, and because the Internal Revenue Service rules
implementing Section 162(m) have not been finalized, the Committees are not
presently recommending the Company take further action to qualify other
executive pay programs under these rules. The Committees will continue to
monitor the applicability of Section 162 (m) to the Company's programs, and
will determine at a later date what other actions the Company should take to
qualify for available tax deductions.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Effective August 15, 1992, Mr. Allen's annual base salary was reduced at his
request from $575,000 to $475,000. His base salary has remained at that reduced
rate since that time and is reflected in the employment agreement described on
page 10 of this proxy statement. In making this request, Mr. Allen cited his
desire to emphasize to the Company's personnel the need for significant cost
reduction programs at the Company. The Compensation Committee believes that, in
view of his job performance while faced with difficult industry conditions, his
responsibilities, and the compensation of chief executive officers of other
companies in the competitive market groups, Mr. Allen's compensation is
substantially below that which is appropriate for his position. While it has
continued to defer to Mr. Allen's salary reduction request, the Compensation
Committee believes that Mr. Allen's compensation should be competitive and may
reconsider his compensation at an appropriate time.
In January 1994, Mr. Allen was granted options to purchase 89,000 shares of
Common Stock under the Company's 1989 Stock Incentive Plan. The Stock Incentive
Plan Committee determined this award in the same manner as it established the
stock option grants to all other employees who received such grants.
Respectfully submitted,
THE PERSONNEL, COMPENSATION & THE STOCK INCENTIVE PLAN COMMITTEE
NOMINATING COMMITTEE
Gerald Grinstein, Chairman Gerald Grinstein, Chairman
R. Eugene Cartledge R. Eugene Cartledge
Mary Johnston Evans Mary Johnston Evans
David C. Garrett, Jr.
15
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid for the last three fiscal years to the Company's Chief Executive Officer
and its four other most highly compensated executive officers (the "named
executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------- ----------------------- -------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING LTIP COMPEN-
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS SATION
PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
------------------ ---- ------- ----- ------------ ---------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald W. Allen 1994 475,000 0 8,528 0 89,000 0 18,512
Chairman of the Board, President 1993 487,500 0 7,077 0 0 0 17,639
and Chief Executive Officer 1992 516,667 0 365,625 75,000 0
Harold C. Alger 1994 261,250 0 4,713 0 35,400 0 13,416
Executive Vice President- 1993 221,833 0 3,001 0 0 0 8,867
Operations 1992 193,667 0 109,688 15,000 0
Thomas J. Roeck, Jr. 1994 261,250 0 4,713 0 26,300 0 13,416
Senior Vice President- 1993 263,547 0 3,915 0 0 0 11,803
Finance and Chief Financial Officer 1992 260,417 0 146,250 25,000 0
Russell H. Heil 1994 251,750 0 4,543 0 26,300 0 13,103
Senior Vice President- 1993 253,958 0 3,774 0 0 0 11,543
Technical Operations 1992 256,250 0 146,250 25,000 0
Rex A. McClelland 1994 221,667 0 4,289 0 23,200 0 12,349
Senior Vice President- 1993 192,083 0 2,875 0 0 0 9,122
Corporate Services 1992 191,250 0 0 18,000 0
</TABLE>
- --------
(1) The amounts in this column reflect reductions from the salaries of record
of the named executive officers during fiscal 1994. The salaries of record
are set forth on page 19 of this proxy statement.
(2) Represents reimbursement for taxes related to payment of life insurance
premiums. None of the named executive officers received compensation in
the form of perquisites in excess of the lesser of $50,000 or 10% of the
total of his annual salary and bonus.
(3) The value of these awards is based on the closing price of the Common
Stock ($73.125) on the New York Stock Exchange ("NYSE") on January 23,
1992, the date of grant. On that date, the Personnel, Compensation &
Nominating Committee granted the following number of shares of restricted
stock to the following named executive officers: Mr. Allen-5,000 shares;
Mr. Alger-1,500 shares; Mr. Roeck-2,000 shares; and Mr. Heil-2,000 shares.
At June 30, 1994, the number of shares and aggregate value (based on the
$45.25 closing price of the Common Stock on the NYSE on June 30, 1994) of
restricted stock, including shares acquired with reinvested dividends, of
the following named executive officers was: Mr. Allen-5,134 shares valued
at $232,314; Mr. Alger-1,540 shares valued at $69,685; Mr. Roeck-2,053
shares valued at $92,898; and Mr. Heil-2,053 shares valued at $92,898. The
fiscal 1992 awards of restricted stock will vest on the earlier of January
23, 1997, or the grantee's retirement at or after his normal retirement
date except that, if a grantee retires prior to his normal retirement
date, 20% of the restricted stock will vest for each full year that has
elapsed between the grant date and the early retirement date. In certain
circumstances, the award may be subject to forfeiture. Cash dividends on
restricted stock are reinvested in additional shares of Common Stock and
are subject to the same restrictions as the original award.
(4) Represents the number of stock options awarded under the Company's 1989
Stock Incentive Plan. The awards granted in fiscal 1992 include tandem
SARs. The exercise periods for certain stock options and tandem stock
appreciation rights granted prior to fiscal 1994, including all such
awards to the named executive officers, were extended in fiscal 1994. See
note 1 to the "Aggregated Option/SAR Exercises in Last Fiscal Year and FY-
End Option/SAR Values" table on page 18 of this proxy statement for
information regarding the extensions.
(5) The Company does not have a plan which meets the definition of a Long Term
Incentive Plan.
(6) In fiscal 1994, the Company paid supplemental group life insurance
premiums for the named executive officers as follows: Mr. Allen-$15,741;
Mr. Alger-$8,699; Mr. Roeck-$8,699; Mr. Heil-$8,386; and Mr. McClelland-
$7,916. The Company made contributions under the Delta Family-Care Savings
Plan, a qualified defined contribution pension plan, for the named
executive officers as follows: Mr. Allen-$2,771; Mr. Alger-$4,717; Mr.
Roeck-$4,717; Mr. Heil-$4,717; and Mr. McClelland-$4,433.
16
<PAGE>
The following table sets forth certain information regarding awards of stock
options to the named executive officers during fiscal 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS (1) VALUE
------------------------------------------------ -----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE($)(2)
- ---- ------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Ronald W. Allen......... 89,000 13.7 54.375 1/26/2004 1,860,990
Harold C. Alger......... 35,400 5.4 54.375 1/26/2004 740,214
Thomas J. Roeck, Jr..... 26,300 4.0 54.375 1/26/2004 549,933
Russell H. Heil......... 26,300 4.0 54.375 1/26/2004 549,933
Rex A. McClelland....... 23,200 3.6 54.375 1/26/2004 485,112
</TABLE>
- --------
(1) These stock options were granted under the 1989 Stock Incentive Plan. The
exercise price is equal to the closing price of the Common Stock on the
NYSE on January 27, 1994, the date of grant. These grants, which do not
include SARs, become exercisable on January 27, 1995.
(2) These hypothetical grant date present values were determined using the
Black-Scholes model, and include the following material assumptions and
adjustments: an option term of ten years; an interest rate of 5.75%
representing the interest rate on a U.S. Treasury security with a maturity
date corresponding to that of the option term; a volatility rate of 28.5%
calculated using daily Common Stock prices for the one-year period prior to
the date of grant; a dividend yield of 0.37% representing the current $0.20
per share annualized dividends divided by the fair market value of the
Common Stock at the date of grant; and a reduction of approximately 24% to
reflect the probability of a shortened option term due to termination of
employment due to death, disability or retirement, and the probability of
forfeiture due to other termination of employment prior to the option
expiration date. The actual value, if any, realized upon the exercise of a
stock option will depend on the excess of the market value of the Common
Stock over the exercise price on the date the option is exercised.
17
<PAGE>
The following table sets forth certain information regarding stock options
and stock appreciation rights exercised by the named executive officers in
fiscal 1994, as well as the number and value of their unexercised in-the-money
stock options and stock appreciation rights at June 30, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FY-END($)
---------------------------- -------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($) EXERCISABLE(1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald W. Allen......... 0 0 235,000 89,000 0 0
Harold C. Alger......... 0 0 25,000 35,400 0 0
Thomas J. Roeck, Jr..... 0 0 68,000 26,300 0 0
Russell H. Heil......... 0 0 85,000 26,300 0 0
Rex A. McClelland....... 0 0 60,000 23,200 0 0
</TABLE>
- --------
(1) As discussed above in the report on executive compensation, the
stockholders, at the 1993 Annual Meeting of Stockholders, approved an
amendment to the 1989 Stock Incentive Plan to permit the extension of the
exercise periods of awards previously granted under that plan. Pursuant to
this amendment, the Stock Incentive Plan Committee extended the exercise
periods of all the awards reflected in this column from five years to ten
years. The amendment did not affect the original exercise prices of the
awards. The exercise periods of these awards now expire between January 25,
1999 and January 22, 2002, and the exercise prices continue to range from
$54.00 to $73.125 per share. The weighted average exercise price of the
amended awards of the named executive officers is $67.4646 per share.
RETIREMENT AND OTHER PLANS
The following table shows the estimated annual pension payable to a non-pilot
employee (before reduction for Social Security benefits and not accounting for
the limitations discussed below), including the persons named in the Summary
Compensation Table assuming retirement in fiscal 1994 at the normal retirement
age of 65 after selected periods of service under the Delta Family-Care
Retirement Plan ("Pension Plan"), a non-contributory defined benefit plan. The
benefits in the table would be paid in the form of a joint and 50% survivor
annuity.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
30 OR MORE
FINAL AVERAGE 15 YEARS OF 20 YEARS OF 25 YEARS OF YEARS OF
SALARY SERVICE SERVICE SERVICE SERVICE
- ------------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
200,000 60,000 80,000 100,000 120,000
300,000 90,000 120,000 150,000 180,000
400,000 120,000 160,000 200,000 240,000
500,000 150,000 200,000 250,000 300,000
600,000 180,000 240,000 300,000 360,000
700,000 210,000 280,000 350,000 420,000
</TABLE>
18
<PAGE>
Final Average Salary is the average of an employee's annual salary of record
for the 36 consecutive months in the 120-month period immediately preceding
retirement which produces the highest average salary of record. The annual
pension benefit is determined by multiplying Final Average Salary by 60%, and
then reducing such amount for service of less than 30 years and by 50% of the
participant's primary Social Security benefit payable to the employee. The 50%
Social Security offset is reduced for service of less than 30 years with Delta.
The current salaries of record and years of service under the Pension Plan for
the persons named in the Summary Compensation Table are as follows: Mr. Allen--
$575,000/30 years; Mr. Alger--$275,000/1 year; Mr. Roeck--$275,000/7 years; Mr.
Heil--$265,000/27 years; and Mr. McClelland--$250,000/39 years. The salary of
record is not reduced by the pay reductions in effect during fiscal 1993 and
1994 for non-contract personnel. Employees designated by the Personnel,
Compensation & Nominating Committee are eligible to participate in
supplemental, non-qualified retirement plans which provide for benefits which
may not be paid under the Pension Plan due to limits on the amount of
compensation and benefits for qualified plans established by the Internal
Revenue Code of 1986, as amended ("Code"). Messrs. Allen, Alger, Roeck, Heil,
and McClelland are eligible to receive benefits under these supplemental plans.
The Delta Family-Care Disability and Survivorship Plan for eligible non-pilot
personnel ("Survivorship Plan") provides monthly short term disability and
survivorship benefits based on a participant's final average earnings and years
of service, and monthly long term disability benefits based on a participant's
final average earnings. The Survivorship Plan also provides a lump sum death
benefit of up to $50,000. In general, final average earnings is (1) for
purposes of determining benefits during the first 18 months of disability, the
employee's monthly salary of record at the time of disability, and (2) for
other purposes, the average of the employee's monthly salary of record over
specified periods. In the event the employee dies while employed by the
Company, the employee's eligible family members are entitled to receive an
amount equal to 50%, 60% or 70% of final average earnings (depending upon
whether the employee has one, two, or three or more eligible family members,
respectively), subject to reduction based on less than 30 years of service and
certain benefits payable under Social Security, the Pension Plan and other
sources. Any benefits which may not be paid under the Survivorship Plan due to
Code limits on the amount of compensation and benefits for such plan, including
a post-retirement lump sum death benefit of up to $50,000, are provided under a
supplemental plan for employees designated by the Personnel, Compensation &
Nominating Committee. Messrs. Allen, Alger, Roeck, Heil and McClelland are
eligible to receive benefits under the Survivorship Plan and the supplemental
plan.
Until October 1, 1993, Mr. Alger accrued a benefit under non-contributory
qualified retirement plans, and, under certain circumstances, could be eligible
for a benefit under a nonqualified retirement plan, for pilot personnel
established by the Company pursuant to collective bargaining agreements. The
estimated annual pension benefit payable to Mr. Alger under these plans, at
normal pilot retirement age of 60 and with 25 or more years of service, is 60%
of his Final Average Salary, reduced by 50% of the primary Social Security
benefit that would have been payable to him had he retired in 1973 at age 65.
The normal form of benefit payment is a joint and 50% survivor's annuity;
however, the benefit may be paid in a single life annuity with spousal consent.
Mr. Alger accrued 27 years of service under these plans. In the event that Mr.
Alger's employment is terminated or he retires under circumstances in which his
benefits under the Pension Plan or Survivorship Plan are less than they would
have been under the corresponding plans for pilot personnel, the Company has
agreed that his total benefits will be no less than they would have been if he
had remained a pilot until age 60.
19
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common Stock
with the cumulative total returns on two published indices, the Standard &
Poor's 500 Stock Index and the Standard & Poor's Airline Index, over the
preceding five fiscal years.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DELTA, S&P 500 STOCK INDEX AND S&P AIRLINE INDEX
S&P
Airline
Delta S&P 500 Index (2)
-------- -------- --------
<S> <C> <C> <C>
BASE YEAR 06/30/89 $ 100 $ 100 $ 100
FYE 09/30/89 $ 110 $ 111 $ 137
FYE 12/31/89 $ 102 $ 113 $ 97
FYE 03/30/90 $ 112 $ 110 $ 100
FYE 06/30/90 $ 110 $ 116 $ 95
FYE 09/30/90 $ 83 $ 99 $ 65
FYE 12/31/90 $ 85 $ 110 $ 70
FYE 03/30/91 $ 107 $ 125 $ 86
FYE 06/30/91 $ 105 $ 125 $ 85
FYE 09/30/91 $ 100 $ 132 $ 78
FYE 12/31/91 $ 102 $ 143 $ 89
FYE 03/30/92 $ 98 $ 139 $ 92
FYE 06/30/92 $ 85 $ 141 $ 77
FYE 09/30/92 $ 88 $ 146 $ 73
FYE 12/31/92 $ 80 $ 153 $ 80
FYE 03/30/93 $ 84 $ 160 $ 81
FYE 06/30/93 $ 77 $ 160 $ 77
FYE 09/30/93 $ 83 $ 164 $ 80
FYE 12/31/93 $ 87 $ 168 $ 84
FYE 03/30/94 $ 72 $ 161 $ 70
FYE 06/30/94 $ 72 $ 162 $ 71
</TABLE>
(CHART)
(1) Cumulative total return is defined as stock price appreciation plus
dividends paid, assuming reinvestment of all such dividends.
(2) The Standard & Poor's Airline Index consists of American Airlines, Delta,
United Airlines and USAir.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed the firm of Arthur Andersen LLP as independent auditors for the
Company for fiscal 1995, subject to ratification by the stockholders. If the
stockholders do not ratify the selection of Arthur Andersen LLP, the Board of
Directors will reconsider the selection of independent auditors.
Arthur Andersen LLP has served as the Company's independent auditors since
1949. A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he or she so
desires and to respond to questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
20
<PAGE>
PROPOSAL 3
STOCKHOLDER PROPOSAL
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who is the record holder of 50 shares of
Common Stock, has given notice that she will introduce the following resolution
at the Annual Meeting:
"RESOLVED that the stockholders of Delta Air Lines, Inc. recommend that
the Board of Directors take the necessary steps to rotate the Annual
Meeting each year to various cities where Delta has hubs or spokes or other
large facilities, including cities such as Atlanta, Dallas-Fort Worth,
Cincinnati, Orlando, New York City, Washington, D.C., Salt Lake City,
Boston, Los Angeles and Monroe.
"REASONS: Delta now is an international airline yet continues to meet
each year in Monroe, Louisiana. It has NEVER even met in its headquarters
city of Atlanta, nor anywhere else except in Monroe.
"Stockholders in other parts of the country are entitled to meet their
officers and directors from time to time. Many shareholders for business or
geographic reasons cannot attend the Monroe meeting. Especially since the
Pan Am acquisition, it is most important that Delta will have its meetings
in cities other than Monroe, each year starting with the 1995 meeting.
Perhaps every fifth year the Company could meet in Monroe.
"NATIONSBANK where our chairman--Ron Allen--is a board member is rotating
its meeting to Atlanta for the FIRST time at the suggestion of Mrs. Davis!
"Last year the owners of approximately 11.5% of shares voting,
representing 5,353,631 shares, voted FOR this similar resolution.
If you agree, please mark the box FOR this proposal."
THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL.
The Company takes pride in its development from a small crop dusting firm in
Monroe, Louisiana, to a major international airline. Delta has traditionally
held its annual meeting in Monroe in tribute to that area as the Company's
birthplace, and to stress the importance of history, continuity and stability
to Delta and to its manner of doing business. These factors are particularly
important this year when so many other things are changing within the Company.
The Board opposes the imposition of an inflexible requirement to rotate the
annual meeting among different cities each year. The Board has considered
moving the location of the annual meeting in the past and recognizes it may be
appropriate to hold future annual meetings in cities where there is a large
concentration of stockholders or the Company has substantial operations.
However, this is a matter which should be left to the Board's discretion,
taking into consideration factors such as costs, security and convenience to
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
21
<PAGE>
SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS
To be considered for inclusion in the Company's 1995 proxy materials under
Securities and Exchange Commission regulations, a stockholder proposal must be
directed to the Corporate Secretary at the Company's principal executive office
address set forth on page one of this Proxy Statement, must be received by the
Company not later than May 16, 1995, and must comply in all respects with the
applicable Securities and Exchange Commission rules and regulations.
The following requirements apply to all stockholder proposals other than
those included in the Company's proxy materials pursuant to Securities and
Exchange Commission rules and regulations.
The Company's By-Laws require a stockholder proposing to nominate persons for
election to the Board of Directors, or to introduce other business, at the
annual meeting of stockholders to give timely written notice to the Corporate
Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the Company's principal executive
offices not less than 55 days nor more than 75 days prior to the annual
meeting; provided that if the Board of Directors gives stockholders less than
65 days notice of the annual meeting and makes prior public disclosure of the
date of the annual meeting less than 65 days prior to the annual meeting,
notice by the stockholder to be timely must be so delivered or mailed and
received not later than the close of business on the 10th day following the day
on which the Board of Directors gave such notice or made such public disclosure
of the date of the annual meeting, whichever first occurs.
The Company's By-Laws further provide that a stockholder's notice proposing
to nominate persons for election to the Board of Directors must contain certain
information including, but not limited to, information relating to such persons
that would be required to be disclosed in proxy solicitations for the election
of directors under Securities and Exchange Commission regulations. A
stockholder's notice proposing to bring other business before the annual
meeting must contain (1) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting; (2) the stockholder's name and address; (3) the class
and number of shares of the Company's capital stock beneficially owned by the
stockholder; and (4) any material interest of the stockholder in such business.
ANNUAL REPORT
This proxy statement is accompanied, or preceded, by the Company's Annual
Report to Stockholders for the fiscal year ended June 30, 1994. The Annual
Report, which contains financial and other information regarding the Company,
is not incorporated in the proxy statement and is not to be deemed a part of
the proxy soliciting material.
OTHER MATTERS
The Board of Directors knows of no other matters which may come before the
Annual Meeting. If any matters other than those referred to above should
properly come before the meeting, the persons designated by the Board to serve
as proxies will have discretionary authority to vote such proxies in accordance
with their best judgment.
22
<PAGE>
GRAPHICS APPENDIX LIST
EDGAR Version Typeset Version
------------- ---------------
Table contains the A Performance Graph showing a comparison of
Performance Graph five-year cumulative total returns among Delta Air
Lines, Inc., the Standard & Poor's 500 Stock Index
and the Standard & Poor's Airline Index appears on
page 20. The Performance Graph includes hash
marks for the Base Year ended June 30, 1989 and
end of calendar quarter dates in each of the
fiscal years ended June 30, 1990, 1991, 1992, 1993
and 1994 on the X-axis, and hash marks at $50
increments from $0 to $200 on the Y-axis. (The
text and numbers used in this graph appear on
page 20 of the EDGAR Version.)
<PAGE>
[LOGO OF
DELTA
(FOR INTRACOMPANY AIR LINES CORRESPONDENCE ONLY)
APPEARS HERE]
DATE: September 13, 1994
TO: Family-Care Savings Plan Participants
FROM: Chairman of the Board, President and Chief
Executive Officer
SUBJECT: DELTA'S 1994 ANNUAL MEETING OF STOCKHOLDERS
Enclosed are the Notice of Annual Meeting of Stockholders, Proxy Statement and
Annual Report to Stockholders for the shares of Delta Common and Preferred
Stock attributable to your account under the Delta Family-Care Savings Plan. The
attached Voting Instruction Form is provided by Fidelity Management Trust
Company, as Trustee for the Savings Plan.
Under the Savings Plan, you have the confidential right to instruct the
trustee how to vote these shares at the Annual Meeting, and we strongly
encourage you to do so. This may be done by completing and signing the
Voting Instruction Form, and returning it to the trustee in the envelope
provided. Every vote is important.
Delta's Board of Directors recommends a vote "FOR" all nominees and Proposal 2
and "AGAINST" Proposal 3 set forth in the Proxy Statement.
/s/ Ronald W. Allen
Ronald W. Allen
Enclosures
Please fold and detach Voting Instruction Form at perforation
before mailing
- --------------------------------------------------------------------------------
VOTING INSTRUCTION FORM
-----------------------
DELTA FAMILY-CARE SAVINGS PLAN 1994
THIS VOTING INSTRUCTION FORM IS PROVIDED BY FIDELITY MANAGEMENT TRUST COMPANY,
AS TRUSTEE FOR THE DELTA FAMILY-CARE SAVINGS PLAN, for the Annual Meeting of
Stockholders of Delta Air Lines, Inc. to be held on October 27, 1994. The shares
of Delta Stock attributable to your Savings Plan account will be voted as you
direct. If no directions are specified, shares attributable to your account will
be voted in accordance with the terms of the Savings Plan.
Pursuant to the Savings Plan, I instruct the Savings Plan Trustee to vote the
shares of Preferred Stock and Common Stock of Delta attributable to my Savings
Plan account at the Annual Meeting of Stockholders of Delta to be held on
Thursday, October 27, 1994, or any adjournments thereof, as indicated on the
reverse of this form.
This instruction, if properly executed and delivered, will revoke all prior
instructions. I hereby acknowledge receipt of Delta's Proxy Statement dated
September 13, 1994.
Please sign EXACTLY as your name(s) appears hereon. When signing as executor,
administrator, trustee, guardian or attorney, please give your full title.
Date___________________________, 1994
_____________________________________
_____________________________________
Signature(s)
PLEASE DATE, SIGN AND MAIL THIS INSTRUCTION
FORM IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
<PAGE>
[REVERSE OF VOTING INSTRUCTION CARD]
Please fold and detach Voting Instruction Form at perforation before mailing
- --------------------------------------------------------------------------------
The Board of Directors of Delta Air Lines recommends a vote FOR all nominees
and FOR Proposal 2.
1. ELECTION OF DIRECTORS:
FOR ALL nominees / /
listed below (except as
indicated below)
WITHHOLD AUTHORITY / /
to vote for all nominees
listed below
Ronald W. Allen, Edwin L. Artzt, Henry A. Biedenharn, III, James L. Broadhead,
Edward H. Budd, George D. Busbee, R. Eugene Cartledge, Mary Johnston Evans,
Gerald Grinstein, Jesse Hill, Jr. and Andrew J. Young.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of Aurthur Andersen LLP as
independent auditors for fiscal year 1995.
FOR / / AGAINST / / ABSTAIN / /
The Board of Directors of Delta Air Lines recommends a vote AGAINST Proposal 3.
3. PROPOSAL by a stockholder relating to the location of future Annual
Meetings of Stockholders.
FOR / / AGAINST / / ABSTAIN / /
<PAGE>
DELTA AIR LINES, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS for the Annual
Meeting of Stockholders to be held on October 27, 1994. The shares represented
hereby will be voted as directed by the stockholder(s).
The undersigned hereby appoints Ronald W. Allen, Mary Johnston Evans and Jesse
Hill, Jr., jointly and severally, with full power of substitution to each, or,
instead of any of them, ___________, as proxies for and on behalf of the
undersigned, to attend the Annual Meeting of Stockholders of Delta Air Lines,
Inc., to be held at the Holiday Inn Professional Centre/Atrium, 2001 Louisville
Avenue, Monroe, Louisiana on Thursday, October 27, 1994 at 9:00 a.m., local
time, or any adjournments thereof, and to vote as directed below all stock of
this Company which the undersigned would be entitled to vote if personally
present.
By acceptance, the proxies named above agree that this Proxy will be voted in
the manner directed by the stockholder giving this Proxy. If no directions are
specified, this Proxy will be voted FOR the Election of Eleven Directors, FOR
the ratification of the appointment of Arthur Andersen LLP as independent
auditors for fiscal year 1995, and AGAINST the stockholder proposal, all as set
forth on the reverse. Discretionary authority is hereby conferred as to all
other matters which may properly come before the meeting or any adjournments
thereof, as set out in the Proxy Statement dated September 13, 1994, receipt of
which is acknowledged.
This Proxy, if properly executed and delivered, will revoke all prior proxies.
Nominees for Director:
Ronald W. Allen, Edwin L. Artzt, Henry A. Biedenharn, III,
James L. Broadhead, Edward H. Budd, George D. Busbee,
R. Eugene Cartledge, Mary Johnston Evans, Gerald Grinstein,
Jesse Hill, Jr. and Andrew J. Young.
/SEE REVERSE SIDE/
<PAGE>
[REVERSE SIDE OF CARD]
/X/ Please mark your votes as in this example
The proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR all nominees, FOR proposal 2, and AGAINST Proposal 3.
The Board of Directors recommends a vote FOR all nominees and Proposal 2.
FOR ALL WITHHOLD AUTHORITY TO
NOMINEES VOTE FOR ALL NOMINEES
1. Election of
Directors. / / / /
(see reverse)
Withold Authority to vote for the following nominee(s) only:
___________________________________________________________
FOR AGAINST ABSTAIN
2. PROPOSAL to ratify
the appointment of
Arthur Andersen LLP / / / / / /
as independent
auditors for fiscal
year 1995.
The Board of Directors recommends a vote AGAINST Proposal 3.
FOR AGAINST ABSTAIN
3. PROPOSAL by a stockholder
relating to the location of / / / / / /
future Annual Meetings of
Stockholders.
PLEASE DATE, SIGN AND MAIL THIS PROXY CARD IN THE
ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Please sign EXACTLY as your name(s) appears hereon. When signing as
administrator, attorney, executor, guardian or trustee, please give your full
title. If the signer is a corporation or partnership, please sign full
corporate or partnership name by duly authorized officer or person. If shares
are held jointly, each joint owner should sign.
DATE:_____________________, 1994
________________________________
________________________________
SIGNATURE(S)
