<PAGE> 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 1999
-------------
DELTA AIR LINES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5424 58-0218548
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 715-2600
--------------
<PAGE> 2
Item 7. EXHIBITS
The following documents are filed with reference to the Registration
Statement on Form S-3 (Registration No. 333-58647) of Delta Air Lines, Inc. (the
"Company"):
1. Pricing Agreement, dated July 14, 1999, by and among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
& Co. Incorporated, as Representatives acting on behalf of the
Underwriters named in Schedule I thereto.
4. Form of the Company's 8-1/8% Note due July 1, 2039.
5. Opinion of Robert S. Harkey, Esq., General Counsel of the Company,
relating to the 8-1/8% Notes due July 1, 2039.
The Exhibit Index is on page 4.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DELTA AIR LINES, INC.
By: /s/Edward H. Bastian
--------------------
Edward H. Bastian
Vice President and Controller
Date: July 16, 1999
-3-
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
1. Pricing Agreement, dated July 14, 1999, by and among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. Incorporated, as Representatives acting on behalf of the Underwriters
named in Schedule I thereto.
4. Form of the Company's 8-1/8% Note due July 1, 2039.
5. Opinion of Robert S. Harkey, Esq., General Counsel of the Company,
relating to the 8-1/8% Notes due July 1, 2039.
-4-
<PAGE> 1
EXHIBIT (1)
Pricing Agreement
July 14, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and
Morgan Stanley & Co. Incorporated,
As Representatives of the
several Underwriters,
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
North Tower, 10th Floor,
New York, New York 10281.
Dear Sirs:
Delta Air Lines, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated July 14, 1999 (the "Underwriting Agreement"),
between the Company on one hand and Merrill Lynch, Pierce, Fenner & Smith
Incorporated on the other hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representative designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 13 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 13 are set forth at the end
of Schedule II hereto.
<PAGE> 2
An amendment to the Registration Statement, or an amendment or
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto under the caption "Firm Designated
Securities", and (b) in the event and to the extent that you on behalf of the
Underwriters shall exercise the election to purchase Optional Designated
Securities as provided below, the Company agrees to issue and sell to each of
the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price to Underwriters set
forth in Schedule II hereto, that portion of the aggregate principal amount of
the Optional Designated Securities as to which such election shall have been
exercised (to be adjusted by you so as to eliminate denominations of less than
U.S.$25.00), determined by multiplying such aggregate principal amount of
Optional Designated Securities by a fraction, the numerator of which is the
maximum aggregate principal amount of Optional Designated Securities which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
aggregate principal amount of Optional Designated Securities which all of the
Underwriters are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at
their election up to U.S.$75,000,000 aggregate principal amount of Designated
Securities (the "Optional Designated Securities"), at the purchase price to the
Underwriters set forth in Schedule II hereto, for the sole purpose of covering
overallotments in the sale of the Firm Designated Securities. Any such election
to purchase Optional Designated Securities may be exercised by written notice
from you to the Company, given within a period of 15 calendar days after the
date of this Agreement, setting forth the aggregate principal amount of Optional
Designated Securities to be purchased and the date on which such Optional
Designated Securities are to be delivered, as determined by you but in no event
earlier than the Time of Delivery specified in Schedule II or, unless you and
the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice.
-2-
<PAGE> 3
If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement Among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
DELTA AIR LINES, INC.
By:
-------------------------
Name:
Title:
Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED,
On behalf of each of the Underwriters
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------
Name:
Title:
Accepted as of the date hereof
with respect to Paragraph 3 of
the "Other Terms" of Schedule II:
DISCOVER BROKERAGE DIRECT
By:
------------------------------
Name:
-3-
<PAGE> 4
Title:
SCHEDULE I
<TABLE>
<CAPTION>
Principal Principal
Amount of Amount of
Firm Optional
Designated Designated
Securities Securities
to be to be
Underwriter Purchased Purchased
----------- --------- ---------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................................... $48,750,000 $7,312 500
Morgan Stanley & Co. Incorporated............................................ 48,750,000 7,312,500
A.G. Edwards & Sons, Inc..................................................... 47,500,000 7,125,000
Goldman, Sachs & Co.......................................................... 47,500,000 7,125,000
PaineWebber Incorporated..................................................... 47,500,000 7,125,000
Prudential Securities Incorporated........................................... 47,500,000 7,125,000
Salomon Smith Barney Inc..................................................... 47,500,000 7,125,000
ABN AMRO Incorporated........................................................ 5,000,000 750,000
BT Alex.Brown Incorporated................................................... 5,000,000 750,000
Banc of America Securities LLC............................................... 5,000,000 750,000
Robert W. Baird & Co. Incorporated........................................... 5,000,000 750,000
Bear, Stearns & Co. Inc...................................................... 5,000,000 750,000
CIBC World Markets Corp...................................................... 5,000,000 750,000
Dain Rauscher Incorporated................................................... 5,000,000 750,000
Donaldson, Lufkin & Jenrette Securities Corporation.......................... 5,000,000 750,000
EVEREN Securities, Inc....................................................... 5,000,000 750,000
Fahnestock & Co. Inc......................................................... 5,000,000 750,000
First Union Capital Markets Corp............................................. 5,000,000 750,000
Legg Mason Wood Walker, Incorporated......................................... 5,000,000 750,000
Olde & Co., Incorporated..................................................... 5,000,000 750,000
Raymond James & Associates, Inc.............................................. 5,000,000 750,000
SG Cowen Securities Corporation.............................................. 5,000,000 750,000
The Robinson-Humphrey Company, LLC........................................... 5,000,000 750,000
Tucker Anthony Incorporated.................................................. 5,000,000 750,000
U.S. Bancorp Piper Jaffray Inc............................................... 5,000,000 750,000
Wachovia Securities, Inc..................................................... 5,000,000 750,000
Warburg Dillon Read LLC...................................................... 5,000,000 750,000
Advest, Inc.................................................................. 2,500,000 375,000
BB&T Capital Markets, a division of Scott & Stringfellow..................... 2,500,000 375,000
J.C. Bradford & Co........................................................... 2,500,000 375,000
Crowell, Weedon & Co......................................................... 2,500,000 375,000
D. A. Davidson & Co.......................................................... 2,500,000 375,000
Fidelity Capital Markets, A Division of National Financial Services Corp..... 2,500,000 375,000
Fifth Third Securities, Inc.................................................. 2,500,000 375,000
First Albany Corporation..................................................... 2,500,000 375,000
Gibraltar Securities Co...................................................... 2,500,000 375,000
Gruntal & Co., L.L.C......................................................... 2,500,000 375,000
J.J.B. Hilliard, W.L. Lyons, Inc............................................. 2,500,000 375,000
</TABLE>
-4-
<PAGE> 5
<TABLE>
<S> <C> <C>
Howe Barnes Investments, Inc................................................. 2,500,000 375,000
Wayne Hummer Investments LLC................................................. 2,500,000 375,000
Janney Montgomery Scott Inc.................................................. 2,500,000 375,000
Kirkpatrick, Pettis, Smith, Polian Inc....................................... 2,500,000 375,000
McDonald Investments Inc..................................................... 2,500,000 375,000
Mesirow Financial, Inc....................................................... 2,500,000 375,000
Morgan Keegan & Company, Inc................................................. 2,500,000 375,000
Parker/Hunter Incorporated................................................... 2,500,000 375,000
Stephens Inc................................................................. 2,500,000 375,000
Stifel, Nicolaus & Company, Incorporated..................................... 2,500,000 375,000
Stone & Youngberg............................................................ 2,500,000 375,000
SunTrust Equitable Securities Corporation.................................... 2,500,000 375,000
TD Securities (USA) Inc...................................................... 2,500,000 375,000
Trilon International Inc..................................................... 2,500,000 375,000
Utendahl Capital Partners, L.P............................................... 2,500,000 375,000
Total...................................................... $500,000,000 $75,000,000
============ ===========
</TABLE>
-5-
<PAGE> 6
SCHEDULE II
Title of Designated Securities:
81/8% Notes due July 1, 2039.
Aggregate principal amount:
$500,000,000 (subject to increase of up to
$575,000,000).
Price to Public:
100% of the principal amount.
Purchase Price to the Underwriters:
96.85% of the principal amount plus accrued interest, if any, from July
16, 1999.
Indenture:
Indenture, dated as of May 1, 1991, between the Company and The Bank of
New York.
Maturity:
July 1, 2039.
Interest Rate:
81/8% per annum. Interest accrues from July 16, 1999.
Interest Payment Dates:
January 1, April 1, July 1 and October 1, in each year, commencing
October 1, 1999.
Regular Record Dates:
Fifteen days prior to the relevant Interest Payment Date.
Redemption Provisions:
<PAGE> 7
Redeemable, at the option of the Company, in whole or in part, on or
after July 1, 2004, upon not less than 30 or more than 60 days' notice,
at a redemption price equal to 100% of the principal amount of the
Designated Securities to be redeemed plus accrued and unpaid interest.
Sinking Fund Provisions:
None.
Defeasance Provisions:
Defeasance and covenant defeasance apply.
Denominations:
$25.00 and integral multiples thereof.
Time of Delivery:
July 16, 1999. The Company and the Underwriters expressly agree that
settlement of the purchase and sale of the Firm Designated Securities
shall occur on July 16, 1999, the second business day after the date
hereof.
Closing Location:
New York, New York.
Names and addresses of Representatives:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated.
Address for Notices, etc.:
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
North Tower, 10th Floor,
New York, New York 10281.
Other Terms:
-2-
<PAGE> 8
1. The Company covenants and agrees to list the Designated
Securities on the equity-side of the New York Stock Exchange,
Inc. by July 19, 1999.
2. If the Underwriters exercise their option to purchase the
Optional Designated Securities, the obligations of the
Underwriters to purchase the Optional Designated Securities
shall be subject to all of the conditions in Section 7 of the
Under writing Agreement; the date and time of delivery of the
Optional Designated Securities shall be deemed the "Time of
Delivery" as used in the Underwriting Agreement; and all
references to the "Designated Securities" in the Underwriting
Agreement shall be deemed to refer to the Optional Designated
Securities.
3. It is understood that the Company has requested Discover
Brokerage Direct to participate in the offering of the
Designated Securities. In consid eration of the agreement of
Discover Brokerage Direct to participate in the offering of
the Designated Securities, the Company agrees that for
purposes of Section 8 of the Underwriting Agree ment only,
Discover Brokerage Direct shall be treated as an
"Underwriter."
-3-
<PAGE> 9
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements
and any supplementary financial information and schedules audited (and,
if applicable, financial forecasts and/or pro forma financial
information) audited by them and included or incorporated by reference
in the Registration Statement or the Prospectus comply as to form in
all material respects with the applicable accounting requirements of
the Act or the Exchange Act and the related published rules and
regulations, as applicable, they have made a review in accordance with
standards established by the American Institute of Certified Public
Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as
indicated in their reports thereon, copies of which have been furnished
to the representative or representatives of the Underwriters (the
"Representatives") such term to include an Underwriter or Underwriters
who act without any firm being designated as its or their
representatives and are attached hereto;
(iii) They have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of any
interim financial information included or incorporated by reference in
the Prospectus as described in Statement on Auditing Standard No. 71,
"Interim Financial Information," as indicated in their reports thereon;
and on the basis of specified procedures including inquiries of
officials of the Company who have responsibility for financial and
accounting matters regarding whether the unaudited condensed
consolidated financial statements referred to
-1-
<PAGE> 10
in paragraph (vi)(A)(i) below comply as to form in all material
respects with the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the related published rules and
regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statement
do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations;
(iv) They have compared the information in the Prospectus
under selected captions with the disclosure requirements of Regulation
S-K and on the basis of limited procedures specified in such letter
nothing came to their attention as a result of the foregoing procedures
that caused them to believe that this information does not conform in
all material respects with the disclosure requirements of Items 301,
302, [402] and 503(d), respectively, of Regulation S-K;
(v) On the basis of limited procedures, not constituting an
audit in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:
(A) the latest available unaudited condensed
consolidated statements of operations, consolidated balance
sheets and consolidated statements of cash flows included in
the Prospectus and/or included or incorporated by reference in
the Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Exchange Act and the related
-2-
<PAGE> 11
published rules and regulations, or (ii) any material
modifications should be made to the unaudited condensed
consolidated statements of operations, consolidated balance
sheets and consolidated statements of cash flows included in
the Prospectus or included in the Company's Quarterly Reports
on Form 10-Q incorporated by reference in the Prospectus for
them to be in conformity with generally accepted accounting
principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited financial
statements from which such data and items were derived, and
any such unaudited data and items were not determined on a
basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent
fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
-3-
<PAGE> 12
(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights and upon conversions of convertible securities, in each
case which were outstanding on the date of the latest balance
sheet included or incorporated by reference in the Prospectus)
or any increase in the consolidated long-term debt of the
Company and its subsidiaries, or any decreases in consolidated
net current assets or stockholders' equity or other items
specified by the Representatives, in each case as compared
with amounts shown in the latest balance sheet included or
incorporated by reference in the Prospectus except in each
case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in
such letter; and
(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated operating revenues or
operating income or the total or per share amounts of
consolidated net income available to common shareholders or
other items specified by the Representatives, or any increases
in any items specified by the Representatives, except in each
case for increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such
letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an audit in accordance
with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records
of the Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of,
-4-
<PAGE> 13
or in exhibits and schedules to, the Registration Statement specified
by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of
the Company and its subsidiaries and have found them to be in
agreement.
All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.
-5-
<PAGE> 1
EXHIBIT 4
[FORM OF DELTA AIR LINES, INC. 8-1/8% NOTE DUE JULY 1, 2039]
REGISTERED
CUSIP NO. 247361405
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
DELTA AIR LINES, INC.
8.125% Note Due July 1, 2039
No. R- $
---- -------------
Delta Air Lines, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ________________________ Dollars on July 1, 2039, and to pay
interest thereon from July 16, 1999, or from the most recent
1
<PAGE> 2
Interest Payment Date to which interest has been paid or duly provided for,
quarterly on January 1, April 1, July 1 and October 1 in each year, commencing
October 1, 1999, at the rate of 8.125% per annum, until the principal hereof is
paid or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of 8.125% per annum on any
overdue principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be fifteen
days (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: July 16, 1999
DELTA AIR LINES, INC.
By:
-----------------------------
Edward H. Bastian
Vice President and Controller
Attest:
- -------------------------
Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
--------------------------------
Authorized Officer
2
<PAGE> 3
[FORM OF REVERSE OF NOTE]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1991 (herein called the
"Indenture"), between the Company and The Bank of New York, successor to The
Citizens and Southern National Bank of Florida, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $500,000,000 (subject
to increase by up to an additional $75,000,000 if and to the extent that the
Underwriters exercise their option to purchase additional Securities under the
Pricing Agreement, dated July 14, 1999, between said Underwriters and the
Company).
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail, at any time on or after July 1,
2004, as a whole or in part, at the election of the Company, at a Redemption
Price equal to 100% of the principal amount of the Securities to be redeemed,
together in the case of any such redemption with any accrued and unpaid interest
to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of (1) the
entire indebtedness of this Security or (2) certain restrictive convenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the
3
<PAGE> 4
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default, the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request, and offered reasonable indemnity, to
the Trustee to institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceedings within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or any interest on this Security on
or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by the Holder hereof, or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like
4
<PAGE> 5
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
5
<PAGE> 1
EXHIBIT 5
ROBERT S. HARKEY
Senior Vice President Tel (404) 715-2387
General Counsel & Secretary, Law Department Fax (404) 715-2233
July 16, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and
Morgan Stanley & Co. Incorporated,
As Representatives of the
Several Underwriters,
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
North Tower, 10th Floor,
New York, New York 10281.
Re: Delta Air Lines, Inc. - 8-1/8% Notes due July 1, 2039
Gentlemen:
This opinion is delivered to you in connection with the issuance by
Delta Air Lines, Inc. (the "Company") in an underwritten public offering of
$500,000,000 aggregate principal amount of its 8-1/8% Notes due July 1, 2039
(subject to increase to up to $575,000,000) (the "Notes") pursuant to certain
resolutions adopted by the Company's Board of Directors at a meeting held on
April 23, 1998 and by the Pricing Committee of the Board of Directors on July 6,
1999 and an Officers' Certificate establishing the form and terms of the Notes
pursuant to the resolutions of the Pricing Committee (the "Resolutions"), and an
Indenture dated as of May 1, 1991 (the "Indenture") between the Company and The
Bank of New York, successor to The Citizens and Southern National Bank of
Florida, as Trustee.
All capitalized terms used and not otherwise defined herein have the
same meaning as ascribed to them under the Underwriting Agreement dated as of
July 14, 1999 (the "Underwriting Agreement") between the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and the Pricing Agreement dated July
14, 1999 (the "Pricing Agreement") among the Company, Merrill Lynch, Pierce,
Fenner &
<PAGE> 2
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
July 16, 1999
Page 2
Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of
the several Underwriters named in Schedule I (the "Representatives"). References
herein to the Prospectus as amended or supplemented shall include, without
limitation, the preliminary Prospectus Supplement, dated July 6, 1999, to the
Prospectus dated July 20, 1998, transmitted for filing with the Commission
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the
"Act"), on July 7, 1999, and the final Prospectus Supplement dated July 14,
1999, to the Prospectus. This opinion is given pursuant to Section 6(c) of the
Underwriting Agreement.
In connection with the opinion expressed below, I or counsel under my
general supervision have examined the Registration Statement on Form S-3 (File
No. 333-58647) filed by the Company with the Securities and Exchange Commission
(the "Commission"), the Indenture, the Underwriting Agreement, the Pricing
Agreement, the form of the Note, the Resolutions and originals or copies,
certified or otherwise identified to my satisfaction, of such other agreements,
documents, certificates and statements of government officials and other papers
as deemed necessary or advisable as a basis for such opinions. In all such
examinations, I have assumed the genuineness of all signatures (other than those
on behalf of the Company), the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies, and as to certificates and telegraphic and telephonic confirmations
given by public officials, I have assumed the same to have been properly given
and to be accurate. I have also assumed that all documents and instruments
executed by the parties to this transaction (other than the Company) have been
duly and validly executed and delivered by such parties; that the agreements
entered into as part of this transaction are the legal, valid and binding
obligations of such parties, enforceable against such parties in accordance with
their terms; and that such parties have obtained all required consents, permits
and approvals required to enter into and perform such documents and instruments.
Based upon and subject to the foregoing, and to the qualifications set
forth herein, it is my opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as it is now being conducted except where the failure to have such
power or authority would not
<PAGE> 3
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
July 16, 1999
Page 3
individually or in the aggregate have a material adverse effect on the financial
condition or operations of the Company and its subsidiaries, taken as a whole;
2. The Company is an "air carrier" within the meaning of the Federal
Aviation Act of 1958, as amended, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each jurisdiction in the United States of America other than that of its
incorporation in which it has intrastate routes or has a principal office or
major overhaul facility and where the failure to so qualify would have a
material adverse effect on the financial condition or operations of the Company
and its subsidiaries, taken as a whole;
3. Each material subsidiary of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; and all of the issued shares of capital stock of
each such subsidiary (except for directors' qualifying shares) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;
4. The Company has an authorized capital stock as set forth in the
Prospectus as amended or supplemented and all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable;
5. There are various legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or to which property of the
Company or any of its subsidiaries is subject. Although the ultimate outcome of
these proceedings cannot be predicted with certainty, to the best of my
knowledge after reasonable investigation, there are no such legal or
governmental proceedings pending which, individually or in the aggregate, are
likely to have a material adverse effect on the consolidated financial
condition, results of operations or liquidity of the Company and its
subsidiaries, taken as a whole; and to the best of my knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others;
6. The Underwriting Agreement and the Pricing Agreement each have been
duly authorized, executed and delivered by the Company;
7. The Notes have been duly authorized, executed, authenticated, issued
and delivered and constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting
<PAGE> 4
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
July 16, 1999
Page 4
creditors' rights and to general equity principles, and will be entitled to the
benefits provided by the Indenture; and the forms of the Notes and the Indenture
conform in all material respects to the descriptions thereof in the Prospectus
as amended or supplemented;
8. The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and legally binding instrument, enforceable
against the Company in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and
the Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act");
9. The issue and sale of the Notes, the compliance by the Company with
all of the provisions of the Notes, the Indenture, the Underwriting Agreement
and the Pricing Agreement and the consummation of the transactions therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument known
to me to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject (except for such
conflicts, breaches, violations and defaults that would not have a material
adverse effect on the financial condition or operations of the Company and its
subsidiaries taken as a whole and that would not affect the validity of the
Notes), nor will such actions result in any violation of the provisions of the
Certificate of Incorporation, as amended, or By-Laws of the Company or any
statute or any order, rule or regulation known to me of any court or
governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties;
10. To the best of my knowledge after reasonable investigation, no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Notes or the consummation by the Company of the other transactions
contemplated by the Underwriting Agreement, the Pricing Agreement or the
Indenture, except such as have been obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Notes by the Underwriters;
<PAGE> 5
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
July 16, 1999
Page 5
11. The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and related
schedules and other financial data therein derived from the Company's accounting
records, as to which I express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Securities Exchange
Act of 1934 (the "Exchange Act"), as applicable, and the rules and regulations
of the Commission thereunder; and I have no reason to believe that any of such
documents (other than the financial statements and related schedules and other
financial data therein derived from the Company's accounting records, as to
which I express no opinion), when they became effective or were so filed, as the
case may be, contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and, in the case of other documents which
were filed under the Act or the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not misleading; and
12. The Registration Statement and the Prospectus as amended or
supplemented (other than the financial statements and related schedules and
other financial data therein derived from the Company's accounting records, as
to which I express no opinion) comply as to form in all material respects with
the requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; I have no reason to believe that, as of its effective
date, the Registration Statement (other than the financial statements and
related schedules and other financial data therein derived from the Company's
accounting records, as to which I express no opinion) contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that, as of its date, the Prospectus as amended or supplemented (other than the
financial statements and related schedules and other financial data therein
derived from the Company's accounting records, as to which I express no
opinion), contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading or that, as of the date of
this opinion, either the Registration Statement or the Prospectus as amended or
supplemented (other than the financial statements and related schedules and
other financial data therein derived from the Company's accounting records, as
to which I express no opinion), contains an untrue statement of a material fact
or omits to state a material fact necessary to make the statements therein, in
light of the circumstances in which they were made, not
<PAGE> 6
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
July 16, 1999
Page 6
misleading; the statements in the Prospectus as amended or supplemented with
respect to statutes, administrative orders and regulations and legal and
governmental proceedings fairly and accurately present in all material respects
the information required to be set forth therein and there are no statutes,
administrative orders or regulations required to be described in the Prospectus
as amended or supplemented which are not described as required; the statements
in the Prospectus as amended or supplemented as to the route system which the
Company presently operates or is authorized to operate are correct in all
material respects and no authorization of the Company to operate any such route
is the subject of any "show cause" or other order of, or any proceeding before,
or any investigation by, the United States Department of Transportation (other
than proceedings for the granting or renewal of temporary certificates or
exemption rights) which in my opinion is reasonably likely to result in a final
order impairing the validity of such authorization; and I do not know of any
amendment to the Registration Statement required to be filed or any contracts or
other documents of a character required to be filed as an exhibit to the
Registration Statement or required to be incorporated by reference into the
Prospectus as amended or supplemented or required to be described in the
Registration Statement or the Prospectus as amended or supplemented which are
not filed or incorporated by reference or described as required.
The foregoing opinions are subject to the qualification that neither I
nor counsel under my general supervision have independently investigated or
verified the accuracy of statistical information contained in the Registration
Statement, the Prospectus as amended or supplemented or the documents
incorporated by reference therein. The foregoing opinions are also subject to
the qualification that 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 General
Corporation Law of the State of Delaware and the laws of the United States.
Moreover, insofar as the Paragraphs numbered 7 and 8 of this opinion pertain to
matters of the law of the State of New York, I have with your consent relied
upon the opinion of Sullivan & Cromwell addressed to you and dated the date
hereof.
The opinions expressed herein are furnished to you and the other
Underwriters in connection with the Company's issuance and sale of the Notes,
are for your and their sole benefit, and may not be relied upon by any other
person without my prior written consent.
Sincerely,
Robert S. Harkey
