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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): November 16, 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 File Number) (I.R.S. Employer
of incorporation) Identification No.)
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
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(Address of principal executive offices) (Zip Code)
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
Delta Air Lines, Inc. (the "Company") is filing with the Securities and
Exchange Commission certain items that are to be incorporated by reference into
its Registration Statement on Form S-3 (File No. 333-30974).
The Company is also filing herewith its press release dated November
17, 2000, a copy of which is attached as Exhibit 99(b).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as Exhibits in connection with, and
incorporated by reference into, the Company's Registration Statement on Form S-3
(File No. 333-30974). The Registration Statement and the Prospectus Supplement
dated November 7, 2000 to the Prospectus dated February 23, 2000 relate to the
offering by the Company of Pass Through Trust Certificates, Series 2000-1.
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REG. NO. 333-30974
EXHIBIT NUMBER DESCRIPTION
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1 Underwriting Agreement dated as of November 7, 2000, by and among the Company, Goldman,
Sachs & Co. and Morgan Stanley Dean Witter.
4(a)(1) Pass Through Trust Agreement dated as of November 16, 2000, by and between the Company and
State Street Bank and Trust Company of Connecticut, National Association, as Trustee (the
"Pass Through Trustee").
4(a)(2) Trust Supplement No. 2000-1A-1 dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
4(a)(3) Form of 7.379% Delta Air Lines Pass Through Certificate, Series 2000-1A-1 (included in
Exhibit 4(a)(2)).
4(a)(4) Trust Supplement No. 2000-1A2 dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
4(a)(5) Form of 7.570% Delta Air Lines Pass Through Certificate, Series 2000-1A-2 (included in
Exhibit 4(a)(4)).
4(a)(6) Trust Supplement No. 2000-1B dated as of November 16, 2000, by and between the Company and
the Pass Through Trustee.
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4(a)(7) Form of 7.920% Delta Air Lines Pass Through Certificate, Series 2000-1B (included in
Exhibit 4(a)(6)).
4(a)(8) Trust Supplement No. 2000-1C dated as of November 16, 2000, by and between the Company and
the Pass Through Trustee.
4(a)(9) Form of 7.779% Delta Air Lines Pass Through Certificate, Series 2000-1C (included in
Exhibit 4(a)(8)).
4(b)(1) Intercreditor Agreement dated as of November 16, 2000, by and among the Pass Through
Trustee, Westdeutsche Landesbank Girozentrale (the "Liquidity Provider") and State Street
Bank and Trust Company of Connecticut, National Association, as Subordination Agent (the
"Subordination Agent").
4(c)(1) Revolving Credit Agreement (2000-1A-1) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(2) Revolving Credit Agreement (2000-1A-2) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(3) Revolving Credit Agreement (2000-1B) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(4) Revolving Credit Agreement (2000-1C) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(d)(1) Participation Agreement (N376DA) dated as of November 16, 2000, by and among the Company,
the Pass Through Trustee, the Subordination Agent and State Street Bank and Trust Company
of Connecticut, National Association, as loan trustee (the "Loan Trustee"), and State
Street Bank and Trust Company of Connecticut, National Association, in its individual
capacity as set forth therein.
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4(d)(2) Indenture and Security Agreement (N376DA) dated as of November 16, 2000, by and between
the Company and the Loan Trustee.
4(d)(3) Form of Series 2000-1 Equipment Notes issued in connection with the Boeing aircraft
bearing U.S. registration number N376DA (included in Exhibit 4(d)(2)).
99(a) Schedule I.*
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The following is also being filed herewith:
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EXHIBIT NUMBER DESCRIPTION
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99(b) Company Press Release dated November 17, 2000.
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*Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99(a)
filed herewith contains a list of other documents applicable to the Boeing
aircraft that relate to the offering of the Company's Pass Through Certificates,
Series 2000-1, which documents are substantially identical to those applicable
to the Boeing 737 aircraft bearing United States registration numbers. Exhibit
99(a) sets forth the details by which such other documents differ from the
corresponding documents filed in respect of the aircraft bearing United States
registration number N376DA.
The Exhibit Index commencing on page 6 is hereby incorporated herein by
reference.
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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 thereunto duly authorized.
DELTA AIR LINES, INC.
November 27, 2000
By: /s/ Edward H. Bastian
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Edward H. Bastian
Senior Vice President -- Finance
and Controller
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EXHIBIT INDEX
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Reg. No. 333-30974
EXHIBIT NUMBER DESCRIPTION
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1 Underwriting Agreement dated as of November 7, 2000, by and among the Company, Goldman,
Sachs & Co. and Morgan Stanley Dean Witter.
4(a)(1) Pass Through Trust Agreement dated as of November 16, 2000, by and between the Company and
State Street Bank and Trust Company of Connecticut, National Association, as Trustee (the
"Pass Through Trustee").
4(a)(2) Trust Supplement No. 2000-1 A-1 dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
4(a)(3) Form of 7.379% Delta Air Lines Pass Through Certificate, Series 2000-1 A-1 (included in
Exhibit 4(a)(2)).
4(a)(4) Trust Supplement No. 2000-1 A2 dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
4(a)(5) Form of 7.570% Delta Air Lines Pass Through Certificate, Series 2000-1 A-2 (included in
Exhibit 4(a)(4)).
4(a)(6) Trust Supplement No. 2000-1 B dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
4(a)(7) Form of 7.920% Delta Air Lines Pass Through Certificate, Series 2000-1 B (included in
Exhibit 4(a)(6)).
4(a)(8) Trust Supplement No. 2000-1 C dated as of November 16, 2000, by and between the Company
and the Pass Through Trustee.
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4(a)(9) Form of 7.779% Delta Air Lines Pass Through Certificate, Series 2000-1 C (included in
Exhibit 4(a)(8)).
4(b)(1) Intercreditor Agreement dated as of November 16, 2000, by and among the Pass Through
Trustee, Westdeutsche Landesbank Girozentrale (the "Liquidity Provider") and State Street
Bank and Trust Company of Connecticut, National Association, as Subordination Agent (the
"Subordination Agent").
4(c)(1) Revolving Credit Agreement (2000-1 A-1) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(2) Revolving Credit Agreement (2000-1 A-2) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(3) Revolving Credit Agreement (2000-1 B) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(c)(4) Revolving Credit Agreement (2000-1 C) dated as of November 16, 2000, by and between the
Subordination Agent and the Liquidity Provider.
4(d)(1) Participation Agreement (N376DA) dated as of November 16, 2000, by and among the Company,
the Pass Through Trustee, the Subordination Agent and State Street Bank and Trust Company
of Connecticut, National Association, as loan trustee (the "Loan Trustee"), and State
Street Bank and Trust Company of Connecticut, National Association, in its individual
capacity as set forth therein.
4(d)(2) Indenture and Security Agreement (N376DA) dated as of November 16, 2000,
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by and between the Company and the Loan Trustee.
4(d)(3) Form of Series 2000-1 Equipment Notes issued in connection with the Boeing aircraft
bearing U.S. registration number N376DA (included in Exhibit 4(d)(2)).
99(a) Schedule I.
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The following is also being filed herewith.
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EXHIBIT NUMBER DESCRIPTION
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99(b) Company Press Release dated November 17, 2000.
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