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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): September 25, 2000
DELTA AIR LINES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5424 58-0218548
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 715-2600
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
RECENT FINANCIAL RESULTS
Delta Air Lines, Inc. (Delta) is filing herewith as Exhibit 99.1 its
unaudited Consolidated Statements of Income for the three months ended September
30, 2000 and 1999, which are incorporated herein by reference.
AIRPORT FACILITIES PROJECT AT JOHN F. KENNEDY INTERNATIONAL AIRPORT
On October 18, 2000, Delta announced plans for a $1.6 billion terminal
expansion and redevelopment project at New York's John F. Kennedy International
Airport ("JFK"). The project involves three existing facilities at JFK:
Terminals 2 and 3, which Delta uses for both domestic and international
operations under a long-term lease with the Port Authority of New York and New
Jersey ("Port"); and Terminal 4, which a private company, JFK International Air
Terminal LLC ("IAT"), leases from the Port and is expanding.
Delta's expansion and redevelopment plans include entering into a
lease and development agreement with IAT whereby IAT will further expand
Terminal 4 and Delta will occupy over one-half of the expanded facility
pursuant to a long-term lease. Upon completion of this part of the project,
Delta plans to operate its international flights from Terminal 4. Delta also
plans to expand Terminal 2, which will serve as Delta's domestic and regional
jet facility; to build a connector between Terminal 4 and Terminal 2; and to
demolish Terminal 3 to accommodate the expansion of Terminal 2 and to provide
Delta with offgate aircraft parking. When completed, the combined facility will
include up to 46 gates for Delta's use.
This project is subject to a number of conditions, including (1) the
execution of a definitive lease agreement and related documents between Delta
and IAT for Delta's use of Terminal 4 facilities; (2) obtaining consents and
various other agreements from third parties, including the Port and the City of
New York; (3) obtaining certain environmental and other land use approvals; and
(4) the completion of a financing plan that is mutually acceptable to Delta and
IAT. If all conditions are timely satisfied, construction is targeted to begin
in June of 2001, and to be completed in 2004.
LABOR DEVELOPMENTS
In October 2000, Delta's approximately 11,000 ramp and cargo employees
rejected representation by the Transport Workers Union of America, with 19% of
the employees voting for union representation.
The National Mediation Board ("NMB") has authorized an election to
determine whether to certify the International Association of Machinists and
Aerospace Workers ("IAM") as the collective bargaining representative of the
approximately 300 mechanics and related employees of Atlantic Southeast
Airlines, Inc. ("ASA"). The NMB will mail ballots to covered employees on
November 15, 2000, and plans to announce the results of the vote on December 15,
2000. For the IAM to be certified as the representative of these employees, more
than 50% of the employees must vote for union representation.
For additional information regarding collective bargaining matters at
Delta, ASA and Comair, Inc., see "Collective Bargaining Matters" on pages 30-31
of Delta's 2000 Annual Report to Shareowners, and "Personnel" on page 7 of
Delta's Annual Report on Form 10-K for the year ended June 30, 2000 ("2000 Form
10-K").
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TRANSACTIONS WITH PRICELINE.COM INCORPORATED
At September 30, 2000, Delta held a warrant which, subject to certain
conditions, gives Delta the right to purchase up to 5.5 million shares of common
stock of priceline.com ("priceline") for $56.625 per share. On November 2, 2000,
Delta and priceline amended their warrant agreement (1) to reduce to 4.7 million
the number of shares of priceline common stock covered by the warrant; (2) to
reduce Delta's per share purchase price for those shares to $4.72; and (3)
to provide that Delta may not sell or otherwise transfer more than 50% of the
warrant or the underlying shares until November 2, 2001.
OTHER MATTERS
On October 20, 2000, the Superior Court of Fulton County, Georgia
approved the settlement of the ASA shareowner litigation described on pages
11-12 of Delta's 2000 Form 10-K. The time for appealing the Superior Court's
order has not yet expired.
On September 25, 2000, the Circuit Court of Boone County, Kentucky
approved the settlement of the Comair shareowner litigation described on page 12
of the Delta's 2000 Form 10-K. The time for appealing the Circuit Court's order
has now expired.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The Exhibit Index on page 5 is hereby incorporated
by reference. Exhibit 25.1 is being filed as an Exhibit in connection with, and
incorporated by reference into, Delta's Registration Statement on Form S-3
(Registration No. 333-30974). The Registration Statement and the Preliminary
Prospectus Supplement, dated November 2, 2000, to the Prospectus dated February
23, 2000, related to the offering by Delta of Pass Through Certificates, Series
2000-1.
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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 hereunto duly authorized.
DELTA AIR LINES, INC.
BY: /s/ Edward H. Bastian
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Edward H. Bastian
Senior Vice President - Finance and Controller
Date: November 7, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
4.1 First Amendment dated as of October 27, 2000 to Credit Agreement
dated as of May 2, 1997, by and among Delta, Certain Banks and Bank
of America, N.A., successor to NationsBank, N.A. (South), as Agent
Bank.
4.2 First Amendment dated as of October 27, 2000 to Credit Agreement
dated as of March 22, 1999, among Delta, Certain Banks, Citibank,
N.A., as Syndication Agent, and The Chase Manhattan Bank, as
Administrative Agent.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of State Street Bank and Trust Company of
Connecticut, National Association, as Pass Through Trustee for the
Pass Through Certificates, Series 2000-1.
99.1 Delta's unaudited consolidated statements of income for the three
month periods ended September 30, 2000 and 1999.
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