<PAGE> 1
As filed with the Securities and Exchange Commission on December 26, 1995.
Registration No. 33-
- --------------------------------------------------------------------------------
UNITED STATES
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)
DELTA AIR LINES, INC. NON-EMPLOYEE DIRECTORS' STOCK PLAN
--------------------------------------------------------
(Full title of the plan)
Robert S. Harkey
Senior Vice President - General Counsel & Secretary
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 250,000 shares $75.00 $18,750,000 $6,465.52
Rights (3) -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended
("Securities Act"), on the basis of the high and low prices of Common
Stock of Delta Air Lines, Inc. on December 22, 1995.
<PAGE> 2
(2) Pursuant to Rule 416(a) under the Securities Act, this registration
statement also covers an indeterminate number of shares of Common
Stock which may become issuable pursuant to the Non-employee
Directors' Stock Plan by reason of applicable anti-dilution
provisions.
(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.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Delta Air Lines, Inc. Non-employee
Directors' Stock Plan ("Plan") as specified by Rule 428(b)(1) under the
Securities Act. These documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of Delta Air Lines, Inc. (the "Company" or "Delta")
on Form 10-K for the fiscal year ended June 30, 1995, the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995 and the Company's
Current Report on Form 8-K dated December 20, 1995 filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
"Description of Capital Stock" contained in the Company's Form S-3 Registration
Statement (File No. 33-62048), are hereby incorporated by reference into this
Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the securities registered pursuant to this
Registration Statement shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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 & Secretary of Registrant. At September 30, 1995,
Mr. Harkey beneficially owned 7,565 shares of Common Stock; had options to
purchase 92,200 shares of Common Stock under Registrant's stock option plan;
and beneficially owned 49 shares of Series B ESOP Convertible Preferred Stock
of Registrant.
-2-
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit 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 the Certificate of Incorporation of Delta provides that no
director shall be personally liable to Delta 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 of such action or suit if he acted under standards similar to those
set forth 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.
Article Tenth of Delta's Certificate of Incorporation provides that
Delta 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 that fact that he
is or was serving as a director, officer or employee of Delta, or, that, at the
request of Delta, he is or was serving another corporation or enterprise in any
capacity.
Delta 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.
-3-
<PAGE> 5
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
<S> <C>
4.1 Delta's Certificate of Incorporation (Filed as Exhibit 3 to Delta's Current Report on Form 8-K dated
November 17, 1993).*
4.2 Delta's By-Laws (Filed as Exhibit 3 to Delta's Current Report on Form 8-K dated November 17, 1993).*
4.3 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 Delta's Current Report on Form 8-
K dated November 4, 1986, and Exhibit 4-I to Amendment No. 2 to Delta's Registration Statement on Form
S-3 (Registration No. 33-48136)).*
4.4 Resignation, Transfer and Acceptance Agreement dated November 30, 1992, among NationsBank of Georgia,
N.A., First Chicago Trust Company of New York, and Delta (Filed as Exhibit 4-G to Amendment No. 1 to
Delta's Registration Statement on Form S-3 (Registration No. 33-62048)).*
4.5 Delta Air Lines, Inc. Non-employee Directors' Stock Plan.
5 Opinion of Robert S. Harkey, Esq., regarding legality of shares being registered.
15 Arthur Andersen LLP letter re unaudited financial information.
23(a) Consent of Robert S. Harkey, Esq. (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP, Independent Public Accountants.
24 Power of Attorney (included on page 6).
</TABLE>
- --------------------------------
* Incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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;
(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;
-4-
<PAGE> 6
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 6 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the 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, the
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 Act and will be governed by the final adjudication of such
issue.
-5-
<PAGE> 7
SIGNATURES
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, and State of Georgia, on the 22nd day
of December, 1995.
DELTA AIR LINES, INC.
By: /s/ Ronald W. Allen
----------------------------------------
Ronald W. Allen
Chairman of the Board, President
and Chief Executive Officer
/s/ Thomas J. Roeck, Jr.
----------------------------------------
Thomas J. Roeck, Jr.
Senior Vice President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Allen, Harry C. Alger and
Thomas J. Roeck, Jr., and each of them separately, his or her true and lawful
attorneys-in-fact, with full power of substitution, for him or her and in his
or her name, in any and all capacities, to sign on his or her 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 Common Stock
of Delta in connection with the Delta Air Lines, Inc. Non-employee Directors'
Stock Plan, (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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 22nd day of December, 1995,
by the following persons in the capacities indicated.
SIGNATURE TITLE
/s/ Edwin L. Artzt Director
- --------------------------
Edwin L. Artzt
-6-
<PAGE> 8
<TABLE>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Henry A. Biedenharn, III Director
- ------------------------------------------------
Henry A. Biedenharn, III
/s/ James L. Broadhead Director
- ------------------------------------------------
James L. Broadhead
Director
- ------------------------------------------------
Edward H. Budd
/s/ George D. Busbee Director
- ------------------------------------------------
George D. Busbee
/s/ R. Eugene Cartledge Director
- ------------------------------------------------
R. Eugene Cartledge
/s/ Mary Johnston Evans Director
- ------------------------------------------------
Mary Johnston Evans
/s/ Gerald Grinstein Director
- ------------------------------------------------
Gerald Grinstein
Director
- ------------------------------------------------
Jesse Hill, Jr.
/s/ Peter D. Sutherland Director
- ------------------------------------------------
Peter D. Sutherland
/s/ Andrew J. Young Director
- ------------------------------------------------
Andrew J. Young
</TABLE>
-7-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
4.1 Delta's Certificate of Incorporation (Filed as Exhibit 3 to Delta's
Current Report on Form 8-K dated November 17, 1993).*
4.2 Delta's By-Laws (Filed as Exhibit 3 to Delta's Current Report on Form
8-K dated November 17, 1993).*
4.3 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 Delta's Current Report on Form
8-K dated November 4, 1986, and Exhibit 4-I to Amendment No. 2 to
Delta's Registration Statement on Form S-3 (Registration No. 33-
48136)).*
4.4 Resignation, Transfer and Acceptance Agreement dated November 30,
1992, among NationsBank of Georgia, N.A., First Chicago Trust Company
of New York, and Delta (Filed as Exhibit 4-G to Amendment No. 1 to
Delta's Registration Statement on Form S-3 (Registration No. 33-
62048)).*
4.5 Delta Air Lines, Inc. Non-employee Directors' Stock Plan. 9
5 Opinion of Robert S. Harkey, Esq., regarding legality of shares being 12
registered.
15 Arthur Andersen LLP letter re unaudited financial information. 14
23(a) Consent of Robert S. Harkey, Esq. (included in Exhibit 5). 12
23(b) Consent of Arthur Andersen LLP, Independent Public Accountants. 15
24 Power of Attorney (included on page 6). 6
</TABLE>
- ----------------------------
*Incorporated herein by reference.
-8-
<PAGE> 1
EXHIBIT 4.5
DELTA AIR LINES, INC.
NON-EMPLOYEE DIRECTORS' STOCK PLAN
SECTION 1. Purpose.
The purpose of the Delta Air Lines, Inc. Non-employee Directors' Stock Plan
(the "Plan") is to further strengthen the alignment of interests between
members of the Board of Directors (the "Board") of Delta Air Lines, Inc. (the
"Company") who are not employees of the Company (the "Participants") and the
Company's stockholders through the increased ownership by Participants of
shares of the Company's common stock ("Common Stock"). This will be
accomplished by allowing Participants to elect voluntarily to receive all or a
portion of their fees for services as a member of the Board in shares of Common
Stock.
SECTION 2. Administration.
The Plan shall be administered by a committee (the "Committee") of three or
more individuals appointed by the Board to administer the Plan. The members of
the Committee must be members of, and shall serve at the discretion of, the
Board. The members of the Committee shall be "disinterested persons" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), or any successor rule or definition adopted by the Securities and
Exchange Commission ("Rule 16b-3"), if, in the opinion of counsel for the
Company, the absence of "disinterested" administrators would adversely impact
the availability of the exemption from Section 16(b) of the Act provided by
Rule 16b-3 for any Participant's acquisition of Common Stock under the Plan.
The Plan shall initially be administered by the Personnel, Compensation &
Nominating Committee of the Board.
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 administer
the Plan; and to take all such steps and make all such determinations in
connection with the Plan 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 determinations shall be final and
conclusive for all purposes and upon all persons, including, but without
limitation, the Company, the Committee, the Participants and their respective
successors in interest.
SECTION 3. Eligibility and Participation.
Participation in the Plan shall be limited to members of the Board who are not
employees of the Company.
-1-
<PAGE> 2
A Participant may elect to receive all or a portion of his or her fees for
services as a member of the Board in shares of Common Stock. These fees
include, without limitation, the annual retainer, the committee chairperson
retainer and any meeting fees for attendance at meetings of the Board and its
committees.
A Participant may join the Plan by providing the Company with written notice of
his election to participate and the portion and components of his fees for
services as a member of the Board that he wishes to receive in shares of Common
Stock. This notice shall be effective when received by the Company unless, in
the opinion of counsel for the Company, such an effective date would adversely
impact the availability of the exemption from Section 16(b) of the Act provided
by Rule 16b-3 for any of the Participant's acquisitions of Common Stock under
the Plan, in which event the election shall be effective six months after it is
received by the Company.
A Participant's election to join the Plan shall be irrevocable. Notwithstanding
the preceding sentence, a Participant may revoke or change any election by means
of a subsequent election in writing that takes effect six months after the
subsequent election is received by the Company if, in the opinion of counsel for
the Company, such a subsequent election would not adversely impact the
availability of the exemption from Section 16(b) of the Act provided by Rule
16b-3 for any of the Participant's acquisitions of Common Stock under the Plan.
SECTION 4. Common Stock Subject to the Plan.
The total number of shares of Common Stock reserved and available for
distribution under the Plan shall be 250,000, subject to adjustment as herein
provided. Common Stock issued under the Plan may be either authorized and
unissued shares or treasury shares.
In the event of any merger, reorganization, consolidation, recapitalization,
Common Stock dividend, Common Stock split or other change in corporate
structure affecting the Common 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 dilution 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.
SECTION 5. Issuance of Shares.
The number of shares to be received by a Participant under the Plan shall be
based on the closing price of the Common Stock on the New York Stock Exchange
("NYSE") on the date the Participant's fees for serving as a member of the
Board would otherwise have been paid or, if there is no such closing price on
such day, at the closing price of the Common Stock on the NYSE on the next
preceding business day.
-2-
<PAGE> 3
All shares issued under the Plan, including fractional shares, shall be held in
a book-entry account with the Company's transfer agent unless the Committee
designates another person to act in that capacity. Participants may in the
alternative elect to receive a stock certificate representing the number of
whole shares acquired by notifying the Corporate Secretary of the Company in
writing. The Company will make a cash payment to the Participant for any
fractional share in lieu of issuing a stock certificate at a price equal to the
closing price of the Common Stock on the NYSE on the date the election to
receive a stock certificate is received by the Corporate Secretary (or, if
there is no closing price of the Common Stock on the NYSE on such date, the
closing price of the Common Stock on the NYSE on the next preceding business
day), multiplied by such fraction.
Common Stock acquired under this Plan shall be subject to such other conditions
and restrictions, if any, as the Committee may determine.
SECTION 6. Additional Provisions.
A. The Board or the Committee may, at any time, amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuance
shall be made which would impair the rights of a Participant with
respect to shares of Common Stock theretofore distributed to such
Participant under the Plan, 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.
B. With respect to persons subject to Section 16 of the Act, transactions
under this Plan are intended to comply with all applicable conditions
of Rule 16b-3 regardless of whether such conditions are set forth in
the Plan. To the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
C. Every recipient of shares pursuant to this Plan shall be bound by the
terms and provisions of this Plan, and the acceptance of any transfer
of shares pursuant to this Plan shall constitute a binding agreement
between the recipient and the Company.
SECTION 7. Duration of the Plan.
The Plan shall become effective as of January 1, 1996, subject to the approval
of the Plan by the affirmative votes of a majority of the votes entitled to be
cast by the holders of all securities of the Company present, or represented,
and entitled to vote at the Company's 1995 annual meeting of stockholders. The
Plan will terminate on December 31, 2005 unless an earlier termination date is
fixed by the Board or the Committee, provided that no such termination shall
affect the prior rights under the Plan of anyone to whom shares have been
transferred prior to such termination.
-3-
<PAGE> 1
EXHIBIT 5
[Letterhead of Robert S. Harkey]
December 22, 1995
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 250,000 shares (the "Shares") of the
Company's Common Stock, par value $3.00 per share (the "Common Stock"), to be
offered pursuant to the Delta Air Lines, Inc. Non-employee Directors' Stock
Plan (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
250,000 shares of Common Stock.
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 under the Plan are duly
authorized and, when certificates for the Shares are duly executed and
delivered pursuant to the Plan, and in each case upon payment to the Company of
any price for such Shares provided for in the Plan (which price is assumed
herein to be in no event less than the par value of the Shares being issued
upon such payment), the Shares and the Rights attached thereto will be validly
issued, fully paid and nonassessable.
<PAGE> 2
Delta Air Lines, Inc.
December 22, 1995
Page 2
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
---------------------------------------
Senior Vice President - General Counsel
& Secretary
<PAGE> 1
EXHIBIT 15
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 the
Registration Statement on Form S-8 (relating to the Delta Air Lines, Inc.
Non-employee Directors' Stock Plan), its Form 10-Q for the quarter ended
September 30, 1995, which includes our report dated November 10, 1995 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 LLP
Atlanta, Georgia
December 22, 1995
<PAGE> 1
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 Delta Air
Lines, Inc. Non-employee Directors' Stock Plan) of our reports dated August 18,
1995 included or incorporated by reference in Delta Air Lines, Inc.'s Annual
Report on Form 10-K for the fiscal year ended June 30, 1995 and to all
references to our firm included in such Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 22, 1995
