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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SkyWest, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
830879102
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(CUSIP Number)
Robert S. Harkey, Esquire
Senior Vice President - General Counsel
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
(404) 715-2387
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 17, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 11 pages)
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SCHEDULE 13D
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CUSIP NO. 830879102 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Delta Air Lines, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,107,798
EACH ---------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
3,107,798
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,107,798
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 830879102 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Sky, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,107,798
EACH ---------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
3,107,798
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,107,798
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON*
IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1 SECURITY AND ISSUER
This Amendment No. 4 to Schedule 13D (this "Schedule 13D") relates
to the common stock (the "SkyWest Common Stock") of SkyWest, Inc., a Utah
corporation ("SkyWest"), and is being filed with the Securities and Exchange
Commission (the "SEC") on November 22, 2000.
The principal executive offices of SkyWest are located at 444
South River Road, St. George, Utah 84790.
ITEM 2 IDENTITY AND BACKGROUND
This Amendment No. 4 to Schedule 13D is being filed on behalf of
Delta Air Lines, Inc., a Delaware corporation ("Delta"), and New Sky, Ltd., a
Bermuda corporation ("New Sky," and together with Delta, the "Reporting
Parties"), to amend and restate the Schedule 13D which was originally filed with
the SEC on February 5, 1987 (the "Original Schedule 13D"), and amended on
January 25, 1988 (the "First Amended Schedule 13D"), March 11, 1988 (the "Second
Amended Schedule 13D") and January 2, 1990. Pursuant to Rule 13d-2(e), the text
(excluding exhibits) of such previous filings is restated in this Schedule 13D.
New Sky is a wholly owned subsidiary of Delta Air Lines Holdings,
Inc., a Delaware corporation ("Delta Holdings"). Delta Holdings is a wholly
owned subsidiary of Delta formed to hold certain assets of Delta. The principal
executive offices of Delta are located at Hartsfield Atlanta International
Airport, Atlanta, Georgia 30320, and the principal executive offices of New Sky
are located at Craig Appin House, 8 Wesley Street, Hamilton, Bermuda HMJX.
Delta provides scheduled air transportation over an extensive
route network. Based on calendar year 1999 data, Delta is the largest U.S.
airline in terms of aircraft departures and passengers enplaned, and the third
largest U.S. airline as measured by operating revenues and revenue passenger
miles flown. As of September 1, 2000, Delta provided scheduled air service to
205 cities in 45 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands, and to 44 international cities in 28 countries. In addition to
scheduled passenger service, Delta provides air freight, mail and related
aviation services. New Sky is an insurance company licensed in Bermuda, and is
engaged primarily in the business of providing insurance and reinsurance
coverage for Delta and its subsidiaries.
The name, citizenship, principal occupation and business address
of each of the directors and executive officers of the Reporting Parties are set
forth on Schedule A to this Schedule 13D. Neither the Reporting Parties nor, to
the best of their knowledge, any of their directors or executive officers has
during the last five years been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding
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was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 28, 1987, Delta and SkyWest entered into a Stock Option
Agreement (the "Stock Option Agreement") which gave Delta the option (the
"Option") to acquire from SkyWest up to that number of shares of authorized but
unissued SkyWest Common Stock which, after giving effect to the issuance of such
stock, would represent 20% of the votes represented by all of the then
outstanding voting securities (as defined in the Stock Option Agreement) of
SkyWest. The Stock Option Agreement was exercisable by Delta in whole at any
time, and in part from time to time, for a period of one year from the date of
the Stock Option Agreement. The price payable for each of the shares of SkyWest
Common Stock subject to the Stock Option Agreement was the average closing price
of the SkyWest Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System National Market System (the
"NASDAQ") for the ten consecutive trading days ending on the day before the date
on which Delta gave notice to SkyWest of the exercise of the Option.
The Stock Option Agreement:
- provided that, if Delta so requested, as promptly as practicable
following a closing under the Stock Option Agreement in which
Delta obtained 10% or more of the outstanding SkyWest Common
Stock, SkyWest would take such action as was necessary to elect
one designee of Delta to the board of directors of SkyWest, and
thereafter, for as long as Delta owned at least 10% of the
outstanding SkyWest Common Stock, SkyWest would include at least
one Delta designee on its slate of nominees for election as
directors and would use its reasonable best efforts to assure that
such individual was elected to SkyWest's board of directors;
- granted Delta the right, for so long as Delta owned at least 10%
of the outstanding SkyWest Common Stock and the joint marketing
and code sharing agreement known as the Delta Connection
Agreement, or an agreement substantially similar thereto, was in
effect between Delta and SkyWest, to acquire a pro rata portion of
any voting securities issued by SkyWest in the future (except for
certain shares of SkyWest Common Stock issuable pursuant to the
exercise of certain outstanding stock options);
- granted Delta certain "demand" and "piggyback" registration rights
in the event Delta should determine to sell any shares of SkyWest
Common Stock, or other voting securities of SkyWest, acquired
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pursuant to the Stock Option Agreement under circumstances
requiring the registration of such sale under the Securities Act
of 1933, as amended (the "Securities Act"); and
- granted SkyWest a right of first refusal with respect to any
voting securities of SkyWest that Delta might determine to sell,
at any time Delta owned at least 5% of the outstanding SkyWest
Common Stock, in a private sale or in certain public offerings
registered under the Securities Act.
On January 25, 1988, Delta gave SkyWest written notice of Delta's
exercise of the Option in whole to purchase 1,035,933 shares of authorized but
unissued SkyWest Common Stock (the "Option Shares"). The price payable for each
of the Option Shares was $5.83125, for an aggregate price of $6,040,784.30. The
purchase and sale of the Option Shares was subject to conditions customary in
transactions of this nature. Although the transaction was not subject to
compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it was
subject to a 45-day waiting period imposed by the United States Department of
Transportation (the "DOT"), during which period the DOT would decide whether the
established exemptions from Section 408 of the Federal Aviation Act for this
type of transaction would remain applicable. On January 25, 1988, Delta gave
notice to the DOT of the proposed transaction. On March 10, 1988, the 45-day
waiting period imposed by the United States Department of Transportation
expired, and on March 11, 1988, Delta acquired the Option Shares. Based on the
number of shares of SkyWest Common Stock outstanding on January 25, 1988, the
Option Shares represented approximately 20% of the total number of shares of
SkyWest Common Stock outstanding after giving effect to the issuance of the
Option Shares.
Delta obtained the funds necessary to exercise the Option and to
purchase the Option Shares from its available general corporate funds.
On December 27, 1989, Delta assigned and transferred the Option
Shares to Delta Holdings as a capital contribution. On April 8, 1993, SkyWest
declared a 3-for-2 SkyWest Common Stock dividend resulting in the acquisition by
Delta Holdings of 517,966 additional shares of SkyWest Common Stock, which
brought the total number of shares of SkyWest Common Stock owned by Delta
Holdings at that time to 1,553,899. On May 5, 1998, SkyWest declared a 2-for-1
SkyWest Common Stock dividend resulting in the acquisition by Delta Holdings of
1,553,899 additional shares of SkyWest Common Stock, which brought the total
number of shares of SkyWest Common Stock owned by Delta Holdings to 3,107,798.
On August 9, 2000, Delta and SkyWest entered into an amendment
(the "Amendment") to the Stock Option Agreement which amended certain
understandings, rights and obligations of the parties under the Stock Option
Agreement. The Amendment:
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CUSIP NO. 830879102 Page 7 of 11 Pages
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- terminated SkyWest's right of first refusal with respect to the
voting securities of SkyWest owned by Delta or its affiliates
pursuant to the Stock Option Agreement;
- amended Delta's demand registration rights to delete the
requirement that Delta seek SkyWest's approval with respect to the
selection of a managing underwriter or underwriter in the
registration and sale of the Option Shares owned by Delta or its
affiliates pursuant to the Stock Option Agreement, and to provide
that in the event Delta elects to exercise such demand
registration rights, SkyWest will cooperate and assist Delta in
its marketing of the Option Shares to be sold pursuant to such
demand registration rights; and
- provided that SkyWest would remove or instruct its transfer agent
to remove the restrictive legend placed on the Option Shares as
required by the Stock Option Agreement.
On November 17, 2000, Delta Holdings assigned and transferred all
of the 3,107,798 shares of SkyWest Common Stock owned by it to New Sky as a
capital contribution.
ITEM 4 PURPOSE OF TRANSACTION
Delta elected to exercise the Option for the purpose of obtaining
a significant equity interest in SkyWest, and to encourage the continuing
participation of SkyWest Airlines, a subsidiary of SkyWest, in Delta's joint
marketing program with various regional carriers known as "The Delta
Connection."
New Sky may sell a substantial portion, and possibly all, of the
shares of SkyWest Common Stock currently held by it. Any such sales may occur
immediately or over a period of time, and may be made in the open market or in
private transactions.
ITEM 5 INTEREST IN SECURITIES OF SKYWEST
(a) The Reporting Parties are each the beneficial owner,
pursuant to Rule 13d-3(a), of 3,107,798 shares of SkyWest Common Stock. The
shares of SkyWest Common Stock beneficially owned by each of the Reporting
Parties represent approximately 11.2% of the 27,781,319 shares of SkyWest
Common Stock which SkyWest indicated were outstanding on November 6, 2000, as
set forth in SkyWest's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
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CUSIP NO. 830879102 Page 8 of 11 Pages
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To the best of the Reporting Parties' knowledge, no directors or
executive officers of the Reporting Parties beneficially own shares of SkyWest
Common Stock.
(b) The Reporting Parties have shared voting and dispositive
power over all of the shares of SkyWest Common Stock beneficially owned by each
of the Reporting Parties.
(c) Except as otherwise set forth in this Schedule 13D, neither
the Reporting Parties nor, to the best of the Reporting Parties' knowledge, any
of the Reporting Parties' directors or executive officers has effected any
transactions in SkyWest Common Stock during the past 60 days.
(d) No person other than the Reporting Parties has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of SkyWest Common Stock beneficially owned by the
Reporting Parties.
(e) The Reporting Parties have not ceased being the beneficial
owner of more than 5% of the SkyWest Common Stock.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF SKYWEST
As described above:
- On January 28, 1987, Delta and SkyWest entered into the Stock Option
Agreement, which gave Delta the option to purchase 20% of the outstanding
voting securities of SkyWest at the average closing price of the SkyWest
Common Stock on NASDAQ for the ten consecutive trading days ending on the
day before the date on which Delta gave notice to SkyWest of the exercise
of the Option and required SkyWest (upon Delta's acquisition of at least
10% of the outstanding SkyWest Common Stock) to take such action as was
necessary to elect one designee of Delta to the board of directors of
SkyWest;
- On January 25, 1988, Delta gave SkyWest written notice of Delta's
exercise of the Option in whole to purchase 1,035,933 shares of
authorized but unissued SkyWest Common Stock which, after giving effect
to the issuance of the Option Shares, represented 20% of the votes
represented by all the outstanding voting securities of SkyWest, at a
price per share equal to $5.83125 and an aggregate price of
$6,040,784.30;
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CUSIP NO. 830879102 Page 9 of 11 Pages
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- On March 11, 1988, Delta acquired the 1,035,933 shares of authorized but
unissued SkyWest Common Stock subject to the Option at $5.83125 per share
(as a result of stock dividends, Delta subsequently acquired an
additional 2,071,865 shares of SkyWest Common Stock);
- On August 9, 2000, Delta and SkyWest entered into the Amendment which
amended certain understandings, rights and obligations of the parties
under the Stock Option Agreement.
ITEM 7 MATERIALS FILED AS EXHIBITS
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Exhibit Description
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1 Stock Option Agreement, dated January 27, 1987, between Delta and SkyWest
(incorporated by reference to the Original Schedule 13D).
2 Exercise Notice of Delta, dated January 25, 1988 (incorporated by reference to
the First Amended Schedule 13D).
3 Press Release issued by Delta Air Lines, Inc. on January 25, 1988 announcing the
exercise of the Option (incorporated by reference to the First Amended Schedule
13D).
4 Press Release issued by Delta on March 11, 1988 announcing the acquisition of
SkyWest Common Stock (incorporated by reference to the Second Amended Schedule
13D).
5 Amendment to the Stock Option Agreement, dated August 9, 2000, between Delta and
SkyWest.
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CUSIP NO. 830879102 Page 10 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 22, 2000 Delta Air Lines, Inc.
By: /s/ M. MICHELE BURNS
----------------------------
M. Michele Burns
Executive Vice President and
Chief Financial Officer
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CUSIP NO. 830879102 Page 11 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 22, 2000 New Sky, Ltd.
By: /s/ CHRISTOPHER A. DUNCAN
----------------------------
Christopher A. Duncan
President
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SCHEDULE A
DELTA
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PRESENT PRINCIPAL OCCUPATION
NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION
DELTA WITH DELTA)
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Malcolm B. Armstrong U.S.A. Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Airport Operations
Atlanta, GA 30320
Edwin L. Artzt U.S.A. Director U.S.A., Chairman of the
Delta Air Lines, Inc. Board, Spalding Holdings
Hartsfield Atlanta International Airport Corporation; Retired Chairman
Atlanta, GA 30320 of the Board and Chief
Executive Officer, The
Procter & Gamble Company,
Cincinnati, Ohio
James L. Broadhead U.S.A. Director U.S.A., Chairman of the Board
P.O. Box 14000 and Chief Executive Officer,
Juno Beach, Florida 33408 FPL Group, Inc.; Chairman of
the Board and Chief Executive
Officer, Florida Power &
Light Company, Juno Beach,
Florida
Edward H. Budd U.S.A. Director U.S.A., Retired Chairman of
Delta Air Lines, Inc. the Board and Chief Executive
Hartsfield Atlanta International Airport Officer, the Travelers
Atlanta, GA 30320 Corporation, Hartford,
Connecticut
M. Michele Burns U.S.A. Executive Vice U.S.A.
Delta Air Lines, Inc. President and
Hartsfield Atlanta International Airport Chief
Atlanta, GA 30320 Financial
Officer
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PRESENT PRINCIPAL OCCUPATION
NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION
DELTA WITH DELTA)
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R. Eugene Cartledge U.S.A. Director Former Chairman of the Board,
6 Skidaway Village Walk Suite 203-B Savannah Foods & Industries,
Savannah, Georgia 31411-2913 Inc., Savannah, Georgia;
Retired Chairman of the Board
and Chief Executive Officer,
Union Camp Corporation,
Wayne, New Jersey
Robert L. Colman U.S.A. Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Airport Human Resources
Atlanta, GA 30320
Vicki B. Escarra U.S.A. Executive Vice
Delta Air Lines, Inc. President -
Hartsfield Atlanta International Airport Customer
Atlanta, GA 30320 Service
Mary Johnston Evans U.S.A. Director Director of various
Delta Air Lines, Inc. corporations
Hartsfield Atlanta International Airport
Atlanta, GA 30320
George M.C. Fisher U.S.A. Director Chairman of the Board and
Eastman Kodak former Chief Executive
343 State Street Officer, Eastman Kodak Company
Rochester, NY 14650-0229
David R. Goode U.S.A. Director Chairman, President and Chief
Norfolk Southern Corporation Executive Officer of Norfolk
Three Commercial Place Southern Corporation
Norfolk, Virginia 23510-2191
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PRESENT PRINCIPAL OCCUPATION
NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION
DELTA WITH DELTA)
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Gerald Grinstein U.S.A. Director Non-Executive Chairman of the
1000 2nd Avenue, Suite 3700 Board, Agilent Technologies,
Seattle, Washington 98104 Inc.; a principal of Medrona
Investment Group, L.L.C.,
Seattle, Washington; retired
Chairman, Burlington Northern
Santa Fe Corporation; Retired
Chairman and Chief Executive
Officer, Burlington Northern
Inc., Fort Worth, Texas;
former Chief Executive
Officer, Western Air Lines,
Inc.
Leo F. Mullin U.S.A. Chairman and
Delta Air Lines, Inc. Chief
Hartsfield Atlanta International Airport Executive
Atlanta, GA 30320 Officer
Frederick W. Reid U.S.A. Executive Vice
Delta Air Lines, Inc. President and
Hartsfield Atlanta International Airport Chief
Atlanta, GA 30320 Marketing
Officer
John F. Smith, Jr. U.S.A. Director Former Chairman of the Board
300 Renaissance Center of Directors and CEO, General
MC 482-C39-B10 Motors Corporation; Director,
P.O. Box 300 Hughes Electronics
Detroit, Michigan 48265 Corporation; Director, The
Procter & Gamble Company
Andrew J. Young U.S.A. Director Chairman and Senior Partner,
303 Peachtree Street, N.E. Goodworks International,
Atlanta, Georgia 30311 Inc., Atlanta, Georgia;
Chairman of the Southern
Africa Enterprise Development
Fund; former Mayor of
Atlanta, Georgia; former U.S.
Ambassador to the United
Nations; former member of the
U.S. House of Representatives
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NEW SKY
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PRESENT PRINCIPAL OCCUPATION
NAME AND ADDRESS CITIZENSHIP POSITION WITH (IF OTHER THAN POSITION
DELTA WITH DELTA)
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Diana Abramovich U.S.A. Secretary Attorney, Mello Jones & Martin
Mello Jones & Martin
Reid House
31 Church Street
Hamilton, Bermuda HM12
Philip Barnes U.K. Alternate Managing Director, Aon
Mello Jones & Martin Director Insurance Managers (Bermuda)
Reid House Ltd.
31 Church Street
Hamilton, Bermuda HM12
Chris Duncan U.S.A. Director and Director - Risk
Delta Air Lines, Inc. President Management, Delta
Hartsfield Atlanta International Airport
Atlanta, GA 30320
Rick Price U.S.A. Director and Manager - Risk
Delta Air Lines, Inc. Vice President Management, Delta
Hartsfield Atlanta International Airport
Atlanta, GA 30320
M. Page Rouse U.S.A. Director Vice President, Aon
Craig Appin House Insurance Managers
8 Wesley Street (Bermuda) Ltd.
Hamilton, Bermuda HMJX
David Stowe U.S.A. Alternate Director - Treasury, Delta
Delta Air Lines, Inc. Director
Hartsfield Atlanta International Airport
Atlanta, GA 30320
Susan E. Wolf U.S.A. Assistant Attorney, Delta
Delta Air Lines, Inc. Secretary
Hartsfield Atlanta International Airport
Atlanta, GA 30320
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