<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1994
Registration No. 33-
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELTA AIR LINES, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-0218548
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
----------------------------------------
(Address, including zip code,
of registrant's principal executive offices)
1989 Stock Incentive Plan of Delta Air Lines, Inc.
--------------------------------------------------
(Fu1l title of the plan)
Robert S. Harkey
Senior Vice President-General Counsel
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
(404) 715-2387
---------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share(2) price(2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock...... 3,000,000 shares $161,430,000 $53.81 $55,666
Rights (3)........ -- -- -- --
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers an indeterminate number of shares of Common Stock
which may become issuable pursuant to the 1989 Stock Incentive Plan of
Delta Air Lines, Inc. (the "Plan") by reason of applicable anti-dilution
provisions.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee and
based on $53.81, the average of the high and low prices of Common Stock
of Registrant on the New York Stock Exchange Composite Tape on January 26,
1994.
(3) Each share of Common Stock includes one preferred stock purchase right
("Right") to be issued pursuant to the terms and conditions of the Rights
Agreement dated as of October 23, 1986, as amended, between Registrant and
First Chicago Trust Company of New York, as successor Rights Agent to
NationsBank of Georgia, N.A., which when exerciseable would entitle its
registered holder to purchase one one-hundredth of a share ("Unit") of
Series A Junior Participating Preferred Stock of Registrant at an exercise
price of $200 per Unit, subject to adjustment in certain circumstances.
The Rights will expire at the close of business on November 4, 1996, unless
redeemed earlier by Registrant.
Pursuant to Rule 429, this Registration Statement also relates to
2,922,809 shares of Common Stock reserved for issuance under the Plan as of
December 31, 1993 which were previously registered under a Form S-8
Registration Statement (File No. 33-32618).
- --------------------------------------------------------------------------------
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement, except to the extent that any
statement or information contained therein is modified, superseded or
replaced by a statement or information contained in any subsequently filed
document incorporated herein by reference.
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993;
(c) The information contained under the caption "Description of
Capital Stock" in Registrant's Registration Statement on
Form S-3 (File No. 33-62048) and any amendment or report for
the purpose of updating such description;
(d) The information contained under the caption "Amendment of
the 1989 Stock Incentive Plan" on pages 19 through 22 and
Appendix A of Registrant's definitive proxy statement dated
September 13, 1993; and
(e) All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold; such documents shall be deemed to be
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the shares of Common Stock and the Rights
attached thereto has been passed upon for Registrant by Robert S. Harkey,
Esq., Hartsfield Atlanta International Airport, Atlanta, Georgia 30320,
Senior Vice President - General Counsel of Registrant. At December 31,
1993, Mr. Harkey beneficially owned 5,681 shares of Common Stock; had
II-1
<PAGE>
options to purchase 53,000 shares of Common Stock under Registrant's stock
option plan; and beneficially owned 46 shares of Series B ESOP Convertible
Preferred Stock of Registrant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 102 of the Delaware General Corporation Law ("DGCL")
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach
of the director's duty of loyalty, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) for certain unlawful dividends and stock repurchases or (iv) for
any transaction from which the director derived an improper personal
benefit. Article Eighteenth of Registrant's Certificate of Incorporation
provides that no director shall be personally liable to Registrant or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
Section 145 of the DGCL provides that in the case of any action
other than one by or in the right of the corporation, a corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation in such capacity on behalf of
another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section 145 of the DGCL provides that in the case of an action by
or in the right of a corporation to procure a judgment in its favor, a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any action or suit by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation in such capacity on
behalf of another corporation or enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement or such action or suit if he acted under
standards similar to those set both in the preceding paragraph, except that
no indemnification may be made in respect of any action or claim as to
which such person shall have been adjudged to be liable to the corporation
unless a court determines that such person is fairly and reasonably
entitled to indemnification.
II-2
<PAGE>
Article Tenth of Registrant's Certificate of Incorporation
provides that Registrant shall to the extent permitted by law indemnify any
person for all liabilities incurred by or imposed upon him as a result of
any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative, in which he shall be involved by
reason of the fact that he is or was serving as a director, officer or
employee of Registrant, or that, at the request of Registrant, he is or was
serving another corporation or enterprise in any capacity.
Registrant has purchased and maintains at its expense on behalf of
directors and officers insurance, within certain limits, covering
liabilities that may be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4(a) Certificate of Incorporation of Registrant, as amended through
October 28, 1993 (Filed as Exhibit 3 to Registrant's Current
Report on Form 8-K dated November 17, 1993)*
4(b) By-Laws of Registrant, as amended through October 28, 1993 (Filed
as Exhibit 3 to Registrant's Current Report on Form 8-K dated
November 17, 1993)*
4(c) 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended
through October 28, 1993
4(d) Rights Agreement dated as of October 23, 1986, and Amendment No.
1 thereto dated as of June 19, 1992, between Registrant and
NationsBank of Georgia, N.A. (Filed as Exhibit 1 to Registrant's
Current Report on Form 8-K dated November 4, 1986, and Exhibit
4-I to Amendment No. 2 to Registrant's Registration Statement on
Form S-3 (Registration No. 33-48136))*
4(c) Resignation, Transfer and Acceptance Agreement dated November 30,
1992, among NationsBank of Georgia, N.A., First Chicago Trust
Company of New York, and Registrant (Filed as Exhibit 4-G to
Amendment No. 1 to Registrant's Registration Statement on Form
S-3 (Registration No. 33-62048))*
5 Opinion of Counsel
15 Arthur Andersen & Co. letter re unaudited financial information
II-3
<PAGE>
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Public Accountants
24 Powers of Attorney
________________
* Incorporated herein by reference.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the
Plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
II-4
<PAGE>
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
--------------
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia on the 25th day of January, 1994.
DELTA AIR LINES, INC.
By: Ronald W. Allen*
---------------------------
Ronald W. Allen
Director, Chairman
of the Board, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 25th day of January,
1994, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Ronald W. Allen* Director, Chairman of the Board,
----------------------------
Ronald W. Allen President and Chief Executive Officer
(Principal Executive Officer)
Edwin L. Artzt* Director
----------------------------
Edwin L. Artzt
Henry A. Biedenharn, III* Director
----------------------------
Henry A. Biedenharn, III
James L. Broadhead* Director
----------------------------
James L. Broadhead
Edward H. Budd* Director
----------------------------
Edward H. Budd
George D. Busbee* Director
----------------------------
George D. Busbee
R. Eugene Cartledge* Director
----------------------------
R. Eugene Cartledge
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
Mary Johnston Evans* Director
----------------------------
Mary Johnston Evans
David C. Garrett, Jr.* Director
-----------------------------
David C. Garrett, Jr.
Gerald Grinstein* Director
-----------------------------
Gerald Grinstein
Jesse Hill, Jr.* Director
-----------------------------
Jesse Hill, Jr.
Thomas J. Roeck, Jr.* Senior Vice President-Finance
----------------------------- and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
Thomas J. Roeck, Jr.
*By: /s/ Leslie P. Klemperer Attorney-In-Fact
-----------------------
Leslie P. Klemperer
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4(a) Certificate of Incorporation of Registrant, as amended through
October 28, 1993 (Filed as Exhibit 3 to Registrant's Current
Report on Form 8-K dated November 17, 1993)*
4(b) By-Laws of Registrant, as amended through October 28, 1993 (Filed
as Exhibit 3 to Registrant's Current Report on Form 8-K dated
November 17, 1993)*
4(c) 1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended
through October 28, 1993
4(d) Rights Agreement dated as of October 23, 1986, and Amendment No.
1 thereto dated as of June 19, 1992, between Delta and
NationsBank of Georgia, N.A. (Filed as Exhibit 1 to Registrant's
Current Report on Form 8-K dated November 4, 1986, and Exhibit
4-I to Amendment No. 2 to Registrant's Registration Statement on
Form S-3 (Registration No. 33-48136))*
4(c) Resignation, Transfer and Acceptance Agreement dated November 30,
1992, among NationsBank of Georgia, N.A., First Chicago Trust
Company of New York, and Registrant (Filed as Exhibit 4-G to
Amendment No. 1 to Registrant's Registration Statement on Form
S-3 (Registration No. 33-62048))*
5 Opinion of Counsel
15 Arthur Andersen & Co. letter re unaudited financial information
23(a) Consent of Counsel (included in Exhibit 5)
23(b) Consent of Independent Public Accountants
24 Powers of Attorney
</TABLE>
________________
* Incorporated herein by reference.
II-8
<PAGE>
EXHIBIT 4(C)
------------
1989 STOCK INCENTIVE PLAN
OF
DELTA AIR LINES, INC.
---------------------
As Amended Through October 28, 1993
SECTION 1. Purpose; Definitions.
The purpose of this plan, which shall be known as the "1989 Stock Incentive Plan
of Delta Air Lines, Inc." (the "Plan"), is to promote the interests of Delta Air
Lines, Inc. (the "Company") by attracting and retaining in its employment
persons of outstanding ability, and to provide present and future officers and
key employees of the Company, or any of its present or future Subsidiaries,
greater incentive to make material contributions to the success of the Company
by increasing their proprietary interest in the welfare and success of the
Company through increased direct stock ownership and other incentives related to
the value of the stock, all to the benefit of the Company and its shareholders.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Board" or "Board of Directors" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
(c) "Committee" means the Committee referred to in Section 2 of the Plan.
If at any time no Committee shall be designated, then the functions of the
Committee specified in the Plan shall be exercised by the Board.
(d) "Company" means Delta Air Lines, Inc., a corporation organized under
the laws of the State of Delaware, or any successor corporation.
(e) "Disability" means disability as determined under the disability plan
of the Company or Subsidiary applicable to the Participant.
(f) "Disinterested Person" shall have the meaning set forth in Rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor definition adopted by the Commission.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
<PAGE>
(h) "Fair Market Value" means, as of any given date, the opening or closing
price, as determined by the Committee, of the Stock on the New York Stock
Exchange or, if no sale of Stock occurs on the New York Stock Exchange on
such date, the opening or closing price, as determined by the Committee, of
the Stock on said exchange on the last preceding day on which such sale
occurred.
(i) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.
(j) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(k) "Other Stock-Based Award" means an award under Section 8 below of Stock
or that is valued in whole or in part by reference to, or is otherwise
based on, Stock.
(1) "Option Price" means the price specified in Section 5 below.
(m) "Participant" means the recipient of an award under the Plan.
<PAGE>
(n) "Plan" means the 1989 Stock Incentive Plan of Delta Air Lines, Inc., as
amended from time to time.
(o) "Restricted Stock" means Stock granted under an award pursuant to
Section 7 below which is subject to the restrictions specified therein.
(p) "Retirement" means retirement from active employment with the Company
or any Subsidiary pursuant to the retirement or pension plan of such entity
applicable to the Participant.
(q) "Stock" means the Common Stock, $3.00 par value, of the Company.
(r) "Stock Appreciation Right" means a right granted under an award
pursuant to Section 6 below to receive an amount equal to the excess of the
Fair Market Value of the shares of Stock covered by such right over the
Option Price applicable to such shares, as specified in Section 6 below.
(s) "Stock Option" or "Option" means any option to purchase shares of Stock
granted pursuant to Section 5 below.
<PAGE>
(t) "Subsidiary" means any corporation (other than the Company) in which
the Company or a Subsidiary of the Company owns 50% or more of the total
combined voting power of all classes of stock.
SECTION 2. Administration.
The Plan shall be administered by a Committee of the Board of Directors,
designated by the Board and to be comprised of not less than three members of
the Board. All the members of the Committee shall be Disinterested Persons. Each
director, while serving as a member of the Committee, shall be considered to be
acting in his capacity as a director of the Company. Members of the Committee
shall be appointed from time to time for such terms as the Board shall
determine, and may be removed by the Board at any time with or without cause.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to construe and interpret the Plan, to establish, amend and
rescind appropriate rules and regulations relating to the Plan, to determine the
persons to whom and the time or times at which to grant awards thereunder, to
administer the Plan, and to take all such steps and make all such determinations
in connection with the Plan and the awards granted thereunder as it may deem
necessary or advisable to carry out the provisions and intent of the Plan. All
determinations of the Committee shall be by a majority of its members, and its
<PAGE>
determinations shall be final and conclusive for all purposes and upon all
persons, including but without limitation, the Company, the Committee, the
directors, officers and employees of the Company, the Participants and their
respective successors in interest.
Except as provided in the Plan, the Committee may make awards under Sections 5,
6, 7 and 8 of this Plan either alone or in such combinations as it deems
appropriate, and awards need not be the same with respect to each Participant.
When granting Stock Options under Section 5 of this Plan, the Committee shall
designate the Stock Option as either an Incentive Stock Option or a
Non-Qualified Stock Option. The Committee shall also designate whether the Stock
Option is granted with Stock Appreciation Rights.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 6,000,000, subject to adjustment as provided in this
Section. Stock issued under the Plan may be either authorized and unissued
shares or treasury shares.
<PAGE>
To the extent that any award under the Plan, or any portion thereof, is settled
in cash rather than in shares of Stock, the number of shares of Stock subject to
such award, less the number of shares of Stock issued, if any, in connection
with such settlement, shall again be available for distribution in connection
with future awards under the Plan. Subject to Section 6(d) below, if any shares
of Stock subject to a Stock Option cease to be subject to such Option for any
reason other than the exercise of such Option, or if any shares of Stock subject
to a Restricted Stock award or Other Stock-Based Award are forfeited or any such
award otherwise terminates, in whole or part, without a payment being made to
the Participant in the form of Stock, the shares of Stock previously subject to
such Option or award shall again be available for distribution in connection
with future awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
Stock dividend, Stock split or other change in corporate structure affecting the
Stock, the Committee, in its sole discretion, shall make such modifications,
substitutions or adjustments as it deems necessary to reflect such change so as
to prevent the deletion or enlargement of rights, including but not limited to,
modifications, substitutions, or adjustments in the aggregate number of shares
reserved for issuance under the Plan, in the number and Option Price of shares
subject to outstanding Options or Stock Appreciation Rights granted under the
<PAGE>
Plan, and in the number of shares subject to other outstanding awards granted
under the Plan, provided that the number of shares subject to any award shall
always be a whole number.
SECTION 4. Eligibility.
Officers and other key employees of the Company and its Subsidiaries who are
responsible for or contribute to the management, growth and/or profitability of
the Company and/or its Subsidiaries, as determined by the Committee, are
eligible to be granted awards under the Plan.
SECTION 5. Stock Options.
Award Limitation
The number of shares of Stock subject to Stock Options that may be awarded to a
Participant under the Plan shall not exceed ten percent of the maximum total
number of shares of Stock reserved for distribution under Section 3 of the Plan.
<PAGE>
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom Stock Options shall be
granted, the number of shares to be covered by each Stock Option and the
conditions and limitations, if any, in addition to those set forth in this
Section 5, applicable to such Stock Options. The Committee shall have the
authority to grant both Incentive Stock Options and Non-Qualified Stock Options.
In the case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with the requirements of Section 422 of the Code,
as from time to time amended, and any implementing regulations. Each such award
shall be confirmed by an agreement executed by the Committee and the
Participant, which agreement shall contain such provisions as the Committee
determines to be necessary or appropriate to carry out the intent of this Plan
with respect to such award. Each such agreement shall provide that the Option
(and any related Stock Appreciation Right) is not transferable by the
Participant otherwise than by will, by the laws of descent and distribution, or
by a written designation referred to in Section 10(c) below, and is exercisable,
during the Participant's lifetime, only by such Participant.
<PAGE>
Option Price
The Committee shall establish the Option Price at the time each Stock Option is
granted, which price shall not be less than 100% of the Fair Market Value of the
Stock on the date of grant. The Option Price shall be the price payable by the
Participant for a share of Stock upon the exercise of a Stock Option. The Option
Price shall be subject to adjustment in accordance with the provisions of
Section 3 hereof.
Exercise
The Committee shall determine when a Stock Option shall become exercisable, and
may provide that a Stock Option is exercisable in installments, provided that no
Stock Option shall be exercisable earlier than one (1) year or later than ten
(10) years after the date of grant, except that if a Participant dies prior to
one (1) year after the date of grant the one (1) year limitation shall not apply
and the Option may be exercised as provided in Section 10 hereof.
The Option Price of each share as to which an Option is exercised shall be paid
in full at the time of such exercise. Such payment shall be made in cash, or,
subject to the consent of the Committee and to such limitations as the Committee
<PAGE>
may impose, by tender of shares of unrestricted Stock valued at Fair Market
Value as of the date of exercise, or by a combination of cash and shares of
unrestricted Stock.
Incentive Stock Options
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify the Plan under Section 422 of the Code, or, without the consent
of the Participant(s) affected, to disqualify any Incentive Stock Option under
such Section 422.
To the extent permitted under Section 422 of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service pronouncement,
and subject to such terms and conditions as the Committee shall prescribe, any
Incentive Stock Option that does not continue to comply with the requirements of
the Code shall be treated as a Non-Qualified Stock Option.
<PAGE>
SECTION 6. Stock Appreciation Rights.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons who shall receive Stock Appreciation
Rights and the number of shares of Stock with respect to which each Stock
Appreciation Right is granted. Stock Appreciation Rights may be granted only in
conjunction with Stock Options granted under the Plan. Whenever Stock
Appreciation Rights are granted, they shall be provided for in the agreement
referred to in Section 5 above, or an amendment thereto.
A Stock Appreciation Right or applicable portion thereof granted in conjunction
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, and a Stock Option or
applicable portion thereof granted in conjunction with a Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or
exercise of the related Stock Appreciation Right.
<PAGE>
Terms and Conditions
Stock Appreciation Rights shall be exercisable in accordance with procedures
established by the Committee and shall be subject to such terms and conditions,
not inconsistent with the provisions of the Plan, as shall be determined from
time to time by the Committee, in addition to the following:
(a) Stock Appreciation Rights shall be exercisable only at such time or times
and to the extent that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 5 of the Plan. The
exercise of Stock Appreciation Rights by Participants who are subject to Section
16(b) of the Exchange Act shall comply with Rule 16b-3 (or any successor rule)
thereunder, to the extent applicable; provided, however, that the Committee, in
its sole discretion, may require the exercise of Stock Appreciation Rights by
any Participant to comply with the requirements of Rule 16b-3 (or any successor
rule).
(b) Upon the exercise of a Stock Appreciation Right, a Participant shall be
entitled to receive an amount in cash or shares of Stock or a combination
thereof, as determined by the Committee, equal in value to the excess of the
Fair Market Value of one share of Stock over the Option Price per share
specified in the related Stock Option multiplied by the number of shares in
<PAGE>
respect of which the Stock Appreciation Right shall have been exercised. The
Fair Market Value used to determine the amount payable (and the number of shares
payable to the extent that the payment is in the form of Stock) shall be the
Fair Market Value on the last trading day preceding the date of exercise of the
Stock Appreciation Right or, if so specified by the Committee, the highest Fair
Market Value during the applicable period referred to in Rule 16b-3(e)(3)(iii)
(or any successor rule) under the Exchange Act in which the Stock Appreciation
Right is exercised.
(c) Stock Appreciation Rights shall be transferable only when and to the extent
that the related Stock Option would be transferable under Section 5 of the Plan.
(d) Upon the exercise of a Stock Appreciation Right, the Stock Option or part
thereof to which such Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Section 3 of
the Plan on the number of shares of Stock to be issued under the Plan, but only
to the extent of the number of shares actually issued, if any, upon the exercise
of the Stock Appreciation Right.
<PAGE>
SECTION 7. Restricted Stock.
Grant
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of Restricted Stock, the
time or times within which such awards may be subject to forfeiture, and all
other terms and conditions of the awards.
The Committee may condition the grant of Restricted Stock upon the attainment of
specified performance goals or such other factors as the Committee may
determine, in its sole discretion.
Each Restricted Stock award shall be confirmed by an agreement executed by the
Committee and the Participant, which agreement shall contain such provisions as
the Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such award.
<PAGE>
Each Participant receiving a Restricted Stock award shall be issued a Stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award.
The Committee shall require that Stock certificates evidencing such shares be
held by the Company until the restrictions thereon shall have lapsed, and that,
as a condition of any Restricted Stock award, the Participant shall have
delivered to the Company a stock power, endorsed in blank, relating to the Stock
covered by such award.
Restrictions and Conditions
The shares of Restricted Stock awarded pursuant to this Section 7 shall be
subject to the following restrictions and conditions:
(a) During a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the Participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the Plan.
Within these limits, the Committee, in its sole discretion, may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part, based on service, performance and/or such
other factors or criteria as the Committee may determine.
<PAGE>
(b) Except as provided in this paragraph (b) and paragraph (a) above, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company, including the right to vote the
shares, and the right to receive any cash dividends. The Committee, in its sole
discretion, as determined at the time of award, may provide that the payment of
cash dividends shall or may be deferred and, if the Committee so determines,
reinvested in additional shares of Stock or Restricted Stock to the extent
shares are available under Section 3, or otherwise reinvested. Pursuant to
Section 3 above, Stock dividends issued with respect to Restricted Stock shall
be treated as additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.
(c) Upon termination of a Participant's employment with the Company or any
Subsidiary for any reason during the Restriction Period, all shares still
subject to restriction will vest, or be forfeited, in accordance with the terms
and conditions established by the Committee in the award agreement.
(d) If and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, certificates for an
appropriate number of unrestricted shares of Stock shall be delivered promptly
to the Participant, and the certificates for the shares of Restricted Stock
shall be cancelled.
<PAGE>
SECTION 8. Other Stock-Based Awards.
Grant
Other awards of Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"), may
be granted either alone or in addition to or in conjunction with other awards
under this Plan. Awards under this section may include, but are not limited to,
the grant of Stock upon the continued employment of a Participant for a
specified period of time, the payment of cash based upon the performance of the
Stock, or the grant of securities convertible into Stock.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom and the time or times at
which such awards shall be made, the number of shares of Stock or other
securities, if any, to be granted pursuant to such awards, and all other
conditions of the awards. Any such award shall be subject to an agreement
between the Company and the Participant.
Each Other Stock-Based Award shall be confirmed by an agreement executed by the
Committee and the Participant, which agreement shall contain such provisions as
<PAGE>
the Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such award.
Terms and Conditions
In addition to the terms and conditions specified in the award agreement, Other
Stock-Based Awards made pursuant to this Section 8 shall be subject to the
following:
(a) Any shares of Stock subject to awards made under this Section 8 may not be
sold, assigned, transferred, pledged or otherwise encumbered prior to the date
on which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.
(b) If specified by the Committee in the award agreement, the recipient of an
award under this Section 8 shall be entitled to receive, currently or on a
deferred basis, interest or dividends or dividend equivalents with respect to
the Stock or other securities covered by the award, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Stock or otherwise reinvested.
<PAGE>
(c) The award agreement with respect to any Other Stock-Based Award shall
contain provisions dealing with the disposition of such award in the event of a
termination of the Participant's employment prior to the exercise, realization
or payment of such award, whether such termination occurs because of Retirement,
Disability, death or other reason, with such provisions to take account of the
specific nature and purpose of the award.
SECTION 9. Change in Control.
In order to maintain the Participants' rights in the event of a "Change
in Control" of the Company, as hereinafter defined, the Committee, in its sole
discretion, may, either at the time an Award is made hereunder or at any time
prior to, or simultaneously with, a Change in Control (i) provide for the
acceleration of any time periods relating to the exercise or realization of such
Awards so that such Awards may be exercised or realized in full on or before a
date fixed by the Committee; (ii) provide for the purchase of such Awards, upon
the Participant's request, for an amount of cash equal to the amount which could
have been attained upon the exercise or realization of such Awards had such
Awards been currently exercisable or payable; (iii) make such adjustment to the
Awards then outstanding as the Committee deems appropriate to reflect such
transaction or change; or (iv) with the approval of and through the Board of
<PAGE>
Directors, cause the Awards then outstanding to be assumed, or new Awards
substituted therefor, by the surviving corporation in such change. The Committee
may, in its discretion, include such further provisions and limitations with
respect to a Change in Control in any agreement entered into pursuant to this
Plan as it may deem appropriate and in the best interests of the Company. A
"Change in Control" shall be deemed to have occurred (i) fifteen (15) days after
public announcement that any person, entity or group, without prior approval of
the Board of Directors, has acquired, either directly or indirectly, beneficial
ownership of securities representing twenty percent (20%) or more of the total
votes that could be cast by the holders of all of the Company's outstanding
securities entitled to vote in elections of directors; or (ii) when individuals
currently constituting the Board of Directors (or the successors of such
individuals nominated by a Board of Directors on which such individuals or such
successors constituted a majority) cease to constitute a majority of the Board
of Directors.
SECTION 10. Termination of Employment, Retirement, Disability, Death and
Voluntary Demotion.
Except as provided in award agreements under Sections 7 or 8, the following
shall apply:
<PAGE>
(a) If a Participant's employment shall be terminated by the Company or a
Subsidiary, or if a Participant resigns from employment with the Company or a
Subsidiary, the Stock Options or Stock Appreciation Rights held by such
Participant shall be forfeited unless the Committee authorizes the exercise of
such Stock Options or Stock Appreciation Rights, provided that any such exercise
shall be permissible only for a period of up to four (4) months following such
termination or resignation and only if such exercise is otherwise permissible
under the Plan and the applicable award agreement.
(b) With respect to awards made prior to October 28, 1993, a Participant whose
employment is terminated because of his Retirement or Disability shall be
treated as though he remains in active employment, unless the applicable award
agreement is amended to shorten the exercise period following Retirement or
Disability. With respect to awards made on or after October 28, 1993, a
Participant whose employment is terminated because of his Retirement or
Disability may exercise his outstanding Stock Options or Stock Appreciation
Rights only during the shorter of the exercise period remaining under the
applicable award agreement or the three years after such Retirement or
Disability. In the case of an exercise under either of the two preceding
sentences, such exercise must otherwise comply with the Plan and the applicable
award agreement. Notwithstanding the preceding sentences, however, if a
<PAGE>
Participant's employment is terminated because of Retirement prior to his normal
retirement date (as determined under the retirement or pension plan of the
Company or Subsidiary applicable to the Participant) and, within two years after
such early Retirement and without the Committee's approval, such Participant is
employed or retained by any air carrier or organization which the Committee
determines is in direct and substantial competition with the Company or any of
its affiliates, then such Participant shall (i) immediately forfeit any Stock
Options and Stock Appreciation Rights held by him; and (ii) within 30 days after
the Committee makes a determination hereunder, repay the Company in cash an
amount equal to the amount realized in cash and/or stock at the time of exercise
of any Stock Options or Stock Appreciation Rights exercised by such Participant
after such early Retirement.
(c) With respect to awards made prior to October 28, 1993, in the event of the
death of a Participant while employed by the Company or a Subsidiary or while
covered by Section 10(b) above, such Participant's Stock Options or Stock
Appreciation Rights may only be exercised within one year after the
Participant's death, unless the applicable award agreement is amended to provide
a maximum exercise period of up to three years as described in the next
sentence. With respect to awards made on or after October 28, 1993, in the
event of the death of a Participant while employed by the Company or a
<PAGE>
Subsidiary, such Participant's Stock Options or Stock Appreciation Rights may be
exercised only within the shorter of the exercise period remaining under the
applicable award agreement or the three years after the Participant's death. In
the case of an exercise under either of the two preceding sentences, such
exercise may be made by the person or persons named in a written designation by
the Participant delivered to and approved by the Committee, or if there is no
such approved designation, by the executor or administrator of the Participant's
estate or such other personal representative, legatee or devisee, as may be
designated in the Participant's last will and testament; provided, however, that
such exercise must otherwise comply with the Plan and the applicable award
agreement.
(d) In the event that prior to the time that a Stock Option or Stock
Appreciation Right is exercisable, a Participant voluntarily suggests and later
accepts a demotion to a job involving lesser responsibilities than those of the
job held by the Participant at the time of an award hereunder, the Committee in
its sole discretion may revoke or modify such award as it deems appropriate
under the circumstances.
(e) Notwithstanding anything in Section 10(a)-(d) above to the contrary, if a
Participant resigns from employment with the Company and coincident with such
<PAGE>
resignation becomes an employee of WORLDSPAN L.P. ("WORLDSPAN"), such
Participant shall be treated as though he remains in active employment with the
Company with respect to Stock Options and Stock Appreciation Rights outstanding
at the time of such resignation; provided, however, that, after becoming an
employee of WORLDSPAN coincident with his resignation from the Company:
(i) If a Participant's employment is terminated by WORLDSPAN, or if a
Participant resigns from employment with WORLDSPAN (other than if such
Participant becomes an employee of the Company or a Subsidiary coincident
with his resignation from WORLDSPAN), the Stock Options or Stock
Appreciation Rights held by such Participant shall be forfeited unless the
Committee authorizes the exercise of such Stock Options or Stock
Appreciation Rights, provided that any such exercise shall be permissible
only for a period of up to four (4) months following such termination or
resignation and only if such exercise is otherwise permissible under the
Plan and the applicable award agreement; and provided further that if a
Participant resigns from WORLDSPAN and coincident with such resignation
becomes an employee of the Company or a Subsidiary, such Participant shall,
subject to Sections 10(a)-(d) above, be treated as in active employment
with the Company.
<PAGE>
(ii) If a Participant's employment with WORLDSPAN is terminated because of
his retirement or disability under WORLDSPAN's, retirement or disability
plan applicable to such Participant, such Participant shall be treated as
though he remains in active employment.
(iii) If a Participant dies while employed by WORLDSPAN or while covered by
Section 10(e)(ii) above, such Participant's Stock Options or Stock
Appreciation Rights may only be exercised within one year after the
Participant's death by the person or persons named in a written designation
by the Participant delivered to and approved by the Committee, or if there
is no such approved designation, by the executor or administrator of the
Participant's estate or such other personal representative, legatee or
devisee, as may be designated in the Participant's last will and testament;
provided, however, that such exercise must otherwise comply with the Plan
and the applicable award agreement.
(iv) If prior to the time that a Stock Option or Stock Appreciation Right
is exercisable, a Participant voluntarily suggests and later accepts a
demotion to a job involving lesser responsibilities than those of the job
held by the Participant at the time of first becoming an employee of
WORLDSPAN, the Committee in its sole discretion may revoke or modify such
<PAGE>
award as it deems appropriate under the circumstances.
SECTION 11. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of a
Participant under a Stock Option, Stock Appreciation Right, Restricted Stock
award, or Other Stock-Based Award theretofore granted, without the Participant's
consent, or which, without the approval of the Company's stockholders, would
cause the Plan not to continue to comply with Rule 16b-3 under the Exchange Act,
or any successor to such Rule.
The Committee may amend the terms of any Stock Option or other award theretofore
granted, including but not limited to extending the time during which awards
granted prior to October 28, 1993 may be exercised to the full period of time
permitted by the Plan; provided, however, that, subject to Section 3 above, no
such amendment shall impair the rights of any Participant without the
Participant's consent, except as provided in Section 10(d) above.
Subject to the above provisions, the Board shall have broad authority to amend
the Plan to take into account changes in applicable securities and tax laws and
<PAGE>
accounting rules, as well as other developments.
SECTION 12. General Provisions.
(a) The Committee may require each person purchasing shares pursuant to a Stock
Option, Stock Appreciation Right or other award under the Plan to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.
All certificates for shares of Stock or other securities delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate references to such restrictions. Except as
otherwise provided in the Plan, Participants shall have no rights as
stockholders of Stock covered by an award prior to the issuance of a Stock
certificate to such Participant.
(b) Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any employee of the Company
or any Subsidiary any right to continued employment with the Company or a
Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or a Subsidiary to terminate the employment of any of its
employees at any time.
(d) No later than the date as of which an amount first becomes includible in the
gross income of the Participant for Federal income tax purposes with respect to
any award under the Plan, the Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
such amount. Subject to the consent of the Committee and to such limitations as
the Committee may impose, withholding obligations may be settled with Stock,
including Stock that is part of the award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditioned
on such payment or arrangements and the Company and its Subsidiaries shall, to
<PAGE>
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.
(e) The Plan and all awards made and actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of Georgia.
(f) Agreements with respect to awards pursuant to the Plan may contain, in
addition to terms and conditions prescribed in the Plan, such other terms and
conditions as the Committee may deem appropriate provided such terms and
conditions are not inconsistent with the provisions of the Plan.
SECTION 13. Effective Date of Plan.
The Plan shall be effective as of January 1, 1989, subject to the approval of
the Plan by the affirmative votes of the holders of a majority of the Stock
present and entitled to vote at the 1988 annual meeting of stockholders. Any
grants made under the Plan prior to such approval shall be effective when made
(unless otherwise specified by the Committee at the time of grant), but shall be
conditioned on, and subject to, such approval of the Plan by such stockholders.
SECTION 14. Term of Plan.
No Stock Option, Stock Appreciation Right, Restricted Stock award or Other
Stock-Based Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the effective date of the Plan, but awards granted prior to such
tenth anniversary may extend beyond that date.
<PAGE>
EXHIBIT 5
---------
[Letterhead of Robert S. Harkey]
January 25, 1994
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Re: Delta Air Lines, Inc. --
Form S-8 Registration Statement
-------------------------------
Dear Sirs:
I am Senior Vice President-General Counsel of Delta Air Lines,
Inc., a Delaware corporation (the "Company"), and as such am familiar with
the actions taken by the Company in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") relating to (i) an additional 3,000,000
shares (the "Shares") of the Company's Common Stock, par value $3.00 per
share (the "Common Stock"), to be offered pursuant to the 1989 Stock
Incentive Plan of Delta Air Lines, Inc., as amended through October 28,
1993 (the "Plan") and (ii) rights (the "Rights") to be issued with and
attached to the Shares pursuant to the Rights Agreement dated as of October
23, 1986, as amended (the "Rights Agreement"), by and between the Company
and First Chicago Trust Company of New York, successor to NationsBank of
Georgia, N.A., as Rights Agent. Upon the terms and subject to the
conditions set forth in the Plan, the Company may issue, subject to certain
adjustments, an aggregate of 6,000,000 shares of Common Stock pursuant to
stock options, stock appreciation rights, restricted stock and other
stock-based awards (each, an "Award").
In this connection, I or counsel under my supervision have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Plan, (ii) the Company's Certificate of
Incorporation and By-Laws, (iii) the Rights Agreement, (iv) resolutions
adopted by the Company's Board of Directors, and (v) such other documents
as I have deemed necessary or appropriate as a basis for the opinion set
forth herein.
Based upon the foregoing, I am of the opinion that the Shares
and, assuming that the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent (as such term is defined in the Rights
Agreement), the Rights attached thereto, when issued in connection with
Awards under the Plan are duly authorized and, when certificates for the
Shares are duly executed and delivered pursuant to an Award in accordance
with the Plan, and in each case upon payment to the Company of any price
for such Shares provided for in the applicable Award or the Plan (which
price is assumed herein to be in no event less than the par value
<PAGE>
of the Shares being issued upon such payment), the Shares and the Rights
attached thereto will be validly issued, fully paid and nonassessable.
In connection with the foregoing opinion, I note that the
question whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope
of such opinion.
I am qualified to practice law in the State of Georgia and I do
not purport to be an expert on, or to express any opinion herein
concerning, any laws other than the laws of the State of Georgia, the
corporate laws of the State of Delaware and the federal laws of the United
States.
I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement. In giving such consent, I do not admit I am in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Robert S. Harkey
Robert S. Harkey
Senior Vice President - General Counsel
<PAGE>
EXHIBIT 15
----------
[Letterhead of Arthur Andersen & Co.]
To the Stockholders and
the Board of Directors of
Delta Air Lines, Inc.:
We are aware that Delta Air Lines, Inc. has incorporated by reference in
this Registration Statement on Form S-8, its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993, which includes our report dated
November 5, 1993 covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of
1933 (the "Act"), that report is not considered a part of the Registration
Statement prepared or certified by our firm or a report prepared or
certified by our firm within the meaning of Sections 7 and 11 of the Act.
/s/ ARTHUR ANDERSEN & CO.
Atlanta, Georgia
January 21, 1994
<PAGE>
EXHIBIT 23(b)
-------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 (relating to the
1989 Stock Incentive Plan of Delta Air Lines, Inc., as amended) of our
reports dated August 13, 1993 included or incorporated by reference in
Delta Air Lines, Inc.'s Annual Report on Form 10-K for the fiscal year
ended June 30, 1993 and to all references to our firm included in such
Registration Statement.
/s/ ARTHUR ANDERSEN & CO.
Atlanta, Georgia
January 21, 1994
<PAGE>
EXHIBIT 24
----------
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ Ronald W. Allen
-------------------------------------
Ronald W. Allen
Director, Chairman of the Board,
President and Chief Executive Officer
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ Thomas J. Roeck, Jr.
-------------------------------
Thomas J. Roeck, Jr.
Senior Vice President - Finance
and Chief Financial Officer
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ Edwin L. Artzt
-----------------------------
Edwin L. Artzt
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
January, 1994.
/s/ Henry A. Biedenharn, III
--------------------------------
Henry A. Biedenharn, III
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
January, 1994.
/s/ James L. Broadhead
--------------------------------
James L. Broadhead
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
January, 1994.
/s/ Edward H. Budd
-----------------------------
Edward H. Budd
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
January, 1994.
/s/ George D. Busbee
--------------------------------
George D. Busbee
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
January, 1994.
/s/ R. Eugene Cartledge
--------------------------------
R. Eugene Cartledge
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
January, 1994.
/s/ Mary Johnston Evans
--------------------------------
Mary Johnston Evans
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ David C. Garrett, Jr.
--------------------------------
David C. Garrett, Jr.
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
January, 1994.
/s/ Gerald Grinstein
--------------------------------
Gerald Grinstein
Director
Delta Air Lines, Inc.
<PAGE>
POWER OF ATTORNEY
I hereby constitute and appoint JAMES H. SANREGRET, LESLIE P.
KLEMPERER, and MARY E. RAINES, and each of them separately, as my true
and lawful attorneys-in-fact and agents, with full power of substitution,
for me and in my name, in any and all capacities, to sign on my behalf
(1) one or more registration statements to be filed by Delta Air Lines,
Inc. ("Delta") on Form S-8 or other appropriate form, or any amendment or
supplement thereto, for the registration under the Securities Act of
1933, as amended, of an additional 3,000,000 shares of Common Stock, par
value $3.00 per share, of Delta in connection with the 1989 Stock
Incentive Plan of Delta, as amended, (2) any application for registration
or qualification (or exemption therefrom) of such securities under the
Blue Sky or other federal or state securities laws and regulations, and
(3) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and to file any such registration
statement, amendment, supplement, application, or other document or
instrument with the Securities and Exchange Commission or other
appropriate agency pursuant to applicable federal and state securities
laws and regulations.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of
January, 1994.
/s/ Jesse Hill, Jr.
--------------------------------
Jesse Hill, Jr.
Director
Delta Air Lines, Inc.
