delta_8k-041508.htm
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): April 14,
2008
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DELTA
AIR LINES, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-05424
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58-0218548
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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P.O. Box 20706, Atlanta,
Georgia 30320-6001
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (404)
715-2600
Registrant’s
Web site address: www.delta.com
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Item 8.01. Other
Events.
On April
14, 2008, Delta Air Lines, Inc. (“Delta”) issued a joint press release with
Northwest Airlines Corporation (“Northwest”) announcing the execution of an
Agreement and Plan of Merger, dated as of April 14, 2008, by and among Delta,
Nautilus Merger Corporation, a wholly-owned subsidiary of Delta, and
Northwest. A copy of the joint press release is attached hereto as
Exhibit 99.1. In addition, Delta and Northwest will be
providing supplemental information regarding the proposed transaction in
connection with presentations to analysts and investors. A copy
of the investor presentation is attached hereto as Exhibit
99.2.
Forward-Looking
Statements
This
Current Report on Form 8-K (including information included or incorporated by
reference herein) includes “forward-looking statements” within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Words such as “expect,’ “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Delta's and Northwest's expectations with respect to the synergies,
costs and charges, capitalization and anticipated financial impacts of the
merger transaction and related transactions; approval of the merger transaction
and related transactions by shareholders; the satisfaction of the closing
conditions to the merger transaction and related transactions; and the timing of
the completion of the merger transaction and related transactions.
These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside our control and difficult to
predict. Factors that may cause such differences include, but are not
limited to, the possibility that the expected synergies will not be realized, or
will not be realized within the expected time period, due to, among other
things, (1) the airline pricing environment; (2) competitive actions taken by
other airlines; (3) general economic conditions; (4) changes in jet fuel prices;
(5) actions taken or conditions imposed by the United States and foreign
governments; (6) the willingness of customers to travel; (7) difficulties in
integrating the operations of the two airlines; (8) the impact of labor
relations, and (9) fluctuations in foreign currency exchange rates. Other
factors include the possibility that the merger does not close, including due to
the failure to receive required shareholder or regulatory approvals, or the
failure of other closing conditions.
Delta
cautions that the foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in Delta’s and
Northwest’s most recently filed Forms 10-K. All subsequent written
and oral forward-looking statements concerning Delta, Northwest, the merger, the
related transactions or other matters and attributable to Delta or
Northwest or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Delta and Northwest do not
undertake any obligation to update any forward-looking statement, whether
written or oral, relating to the matters discussed in this news
release.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger, Delta will file with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will
include a joint proxy statement of Delta and Northwest that also constitutes a
prospectus of Delta. Delta and Northwest will mail the joint proxy
statement/prospectus to their stockholders. Delta and Northwest urge
investors and security holders to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain
important information. You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).
You may also obtain these documents, free of charge, from Delta’s website
(www.delta.com) under the tab “About Delta” and then under the heading “Investor
Relations” and then under the item “SEC Filings.” You may also obtain these
documents, free of charge, from Northwest’s website (www.nwa.com) under the tab
“About Northwest” and then under the heading “Investor Relations” and then under
the item “SEC Filings and Section 16 Filings.”
Delta,
Northwest and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Delta and
Northwest stockholders in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of Delta and Northwest stockholders in connection with the proposed merger
will be set forth in the proxy statement/prospectus when it is filed with the
SEC. You can find information about Delta’s executive officers and directors in
its Annual Reports on Form 10-K (including any amendments thereto), Current
Reports on Form 8-K and other documents that have previously been filed with the
SEC since April 30, 2007 as well as in its definitive proxy statement to be
filed with the SEC related to Delta’s 2008 Annual Meeting of Stockholders. You
can find information about Northwest’s executive officers and directors in its
Annual Reports on Form 10-K (including any amendments thereto), Current Reports
on Form 8-K and other documents that have previously been filed with the SEC
since May 31, 2007 as well as in its definitive proxy statement to be filed with
the SEC related to Northwest’s 2008 Annual Meeting of Stockholders. You can
obtain free copies of these documents from Delta and Northwest using the contact
information above.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
99.1
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Press
Release dated April 14, 2008 titled “Delta Air Lines, Northwest Airlines
Combining to Create America’s Premier Global
Airline”
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Exhibit
99.2
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Investor
Presentation
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SIGNATURES
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.
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DELTA
AIR LINES, INC.
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By: /s/ Edward H.
Bastian
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Date: April
15, 2008
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Edward
H. Bastian
President
and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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Exhibit
99.1
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Press
Release dated April 14, 2008 titled “Delta Air Lines Delta Air Lines,
Northwest Airlines Combining to Create America’s Premier Global
Airline”
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Exhibit
99.2
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Investor
Presentation
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