<PAGE> 1
As filed with the Securities and Exchange Commission on December 7, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
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 of Principal Executive Offices) (Zip Code)
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
-----------------------------------------
(Full title of the plan)
Robert S. Harkey, Esq.
Senior Vice President - General Counsel & Secretary
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
----------------------------------------------
(Name and address of agent for service)
(404) 715-2387
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
---------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Proposed Proposed maximum Amount of
securities to Amount to be maximum offering aggregate offering registration
be registered registered (1) price per share (2) price (2) fee
================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par
value $1.50 per share 250,000 shares $49.6250 $12,406,250.00 $3,275.25
Rights (3) -- -- -- --
================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement also covers an indeterminate number of
shares of Common Stock of registrant which may become issuable pursuant
to registrant's Non-employee Directors' Stock Option Plan by reason of
applicable anti-dilution provisions.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis
of the average of the high and low sales prices per share of Common
Stock of registrant as reported on the New York Stock Exchange on
December 1, 1999.
<PAGE> 2
(3) Each share of Common Stock of registrant includes one-half of a
preferred stock purchase right ("Right") issued pursuant to the terms
and conditions of the Rights Agreement dated as of October 24, 1996, as
amended as of July 22, 1999, between registrant and First Chicago Trust
Company of New York, as Rights Agent. Each whole Right, when
exercisable, would entitle its registered holder to purchase one
one-hundredth of a share of Series D Junior Participating Preferred
Stock of registrant at an exercise price of $300, subject to adjustment
in certain circumstances. The Rights will expire at the close of
business on November 4, 2006, unless earlier exchanged or redeemed by
registrant.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Delta Air Lines,
Inc. ("Delta" or "registrant") with the Securities and Exchange Commission and
are hereby incorporated by reference into this registration statement as of
their respective dates:
(a) Annual Report on Form 10-K for the fiscal year ended June 30, 1999;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), since June 30, 1999; and
(c) the description of the registrant's Common Stock which is contained
in its registration statement filed under Section 12 of the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description.
All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
before the filing of a post-effective amendment to this registration statement
that indicates that all securities registered hereunder have been sold or that
deregisters all such securities then remaining unsold 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.
Not applicable.
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 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
-1-
<PAGE> 4
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Eighteenth of Delta's
Certificate of Incorporation 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
threatened, pending or completed 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, partnership, joint venture, trust or other 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 threatened, pending or completed 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, partnership, joint venture, trust or
other 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 and only to the extent 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 the 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.
-2-
<PAGE> 5
ITEM 8. EXHIBITS.
3.1 Delta's Certificate of Incorporation (Filed as Exhibit 3.1
to Delta's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).*
3.2 Delta's By-Laws (Filed as Exhibit 3.2 to Delta's Annual
Report on Form 10-K for the fiscal year ended June 30,
1999).*
3.3 Rights Agreement dated as of October 24, 1996, between
Delta and First Chicago Trust Company of New York, as
Rights Agent, as amended by Amendment No. 1 thereto dated
as of July 22, 1999 (Filed as Exhibit 1 to Delta's Form
8-A/A Registration Statement dated November 4, 1996, and
Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A
Registration Statement dated July 30, 1999).*
10 Delta's Non-employee Directors' Stock Option Plan and Form
of Award Agreement dated October 22, 1998 (Filed as Exhibit
10 to Delta's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998).*
15 Arthur Andersen LLP letter regarding unaudited financial
information.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
* 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;
(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 with or furnished to the Securities and Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
-3-
<PAGE> 6
(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 Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
-4-
<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 7th day of
December, 1999.
DELTA AIR LINES, INC.
By: /s/ Leo F. Mullin
------------------------------------------
Leo F. Mullin
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 7th day of December, 1999,
by the following persons on behalf of the registrant and in the capacities
indicated.
SIGNATURE TITLE
- --------- -----
/s/ Leo F. Mullin Chairman of the Board, President
- ---------------------------------- and Chief Executive Officer
Leo F. Mullin (Principal Executive Officer)
Edwin L. Artzt* Director
- ----------------------------------
Edwin L. Artzt
James L. Broadhead* Director
- ----------------------------------
James L. Broadhead
Edward H. Budd* Director
- ----------------------------------
Edward H. Budd
R. Eugene Cartledge* Director
- ----------------------------------
R. Eugene Cartledge
-5-
<PAGE> 8
Mary Johnston Evans* Director
- ---------------------------------
Mary Johnston Evans
David R. Goode* Director
- ---------------------------------
David R. Goode
Gerald Grinstein* Director
- ---------------------------------
Gerald Grinstein
Director
- ---------------------------------
George M.C. Fisher
Andrew J. Young* Director
- ---------------------------------
Andrew J. Young
/s/ Edward H. West Chief Financial Officer
- --------------------------------- (Principal Financial Officer and
Edward H. West Principal Accounting Officer)
*By: /s/ Edward H. West Attorney-In-Fact
-----------------------------
Edward H. West
-6-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
3.1 Delta's Certificate of Incorporation (Filed as Exhibit 3.1
to Delta's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998).*
3.2 Delta's By-Laws (Filed as exhibit 3.2 Delta's Annual Report on Form 10-K for
the fiscal year ended June 30, 1999).*
3.3 Rights Agreement dated as of October 24, 1996, between Delta and First
Chicago Trust Company of New York, as Rights Agent, as amended by Amendment
No. 1 thereto dated as of July 22, 1999 (Filed as Exhibit 1 to Delta's Form
8-A/A Registration Statement dated November 4, 1996, and Exhibit 3 to
Delta's Amendment No. 1 to Form 8-A/A Registration Statement dated July 30,
1999).*
10.4 Delta's Non-employee Directors' Stock Option Plan and Form
of Award Agreement dated October 22, 1998 (Filed as Exhibit
10 to Delta's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998).*
15 Arthur Andersen LLP letter regarding unaudited financial
information.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
</TABLE>
- ---------------------
* Incorporated herein by reference.
-7-
<PAGE> 1
EXHIBIT 15
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
To Delta Air Lines, Inc.:
We are aware that Delta Air Lines, Inc. has incorporated by reference in this
Registration Statement on Form S-8 (relating to the Non-employee Directors'
Stock Option Plan) its Form 10-Q for the quarter ended September 30, 1999 which
includes our report dated November 10, 1999 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933 (the "Act"), those reports are not considered a part of
the Registration Statement prepared or certified by our firm or reports
prepared or certified by our firm within the meaning of Sections 7 and 11 of
the Act.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 3, 1999
<PAGE> 1
EXHIBIT 23
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
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 Non-
employee Directors' Stock Option Plan) of our reports dated August 13, 1999
included or incorporated by reference in Delta Air Lines, Inc.'s Annual Report
on Form 10-K for the fiscal year ended June 30, 1999 and to all references to
our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 3, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ Edwin L. Artzt
---------------------------------------
Edwin L. Artzt
Director
Delta Air Lines, Inc.
<PAGE> 2
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ James L. Broadhead
---------------------------------------
James L. Broadhead
Director
Delta Air Lines, Inc.
<PAGE> 3
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ Edward H. Budd
----------------------------------------
Edward H. Budd
Director
Delta Air Lines, Inc.
<PAGE> 4
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ R. Eugene Cartledge
------------------------------------------
R. Eugene Cartledge
Director
Delta Air Lines, Inc.
<PAGE> 5
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ Mary Johnston Evans
---------------------------------------
Mary Johnston Evans
Director
Delta Air Lines, Inc.
<PAGE> 6
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ David R. Goode
----------------------------------
David R. Goode
Director
Delta Air Lines, Inc.
<PAGE> 7
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ Gerald Grinstein
---------------------------------------
Gerald Grinstein
Director
Delta Air Lines, Inc.
<PAGE> 8
POWER OF ATTORNEY
I hereby constitute and appoint Leo F. Mullin, Edward H. West and M.
Michele Burns, 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
250,000 shares of Common Stock, par value $1.50 per share, of Delta in
connection with the Non-employee Directors' Stock Option Plan of Delta, (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 19th day of
October, 1999.
/s/ Andrew J. Young
---------------------------------
Andrew J. Young
Director
Delta Air Lines, Inc.
