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 17, 2001
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 of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
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(Address of principal executive officers) (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)
ITEM 5. OTHER EVENTS
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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. 333-65218).
ITEM 7. EXHIBITS
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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. 333-65218). The Registration Statement and the Supplement dated
September 17, 2001 and the Supplement dated September 14, 2001 to the Prospectus
Supplement dated September 6, 2001 to the Prospectus date July 23, 2001 related
to the offering by the Company of Pass Through Trust Certificates, Series
2001-1.
EXHIBIT NUMBER DESCRIPTION
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1(a) Underwriting Agreement dated as of September
6, 2001, by and among the Company, Salomon
Smith Barney Inc. and J.P. Morgan Securities
Inc.
1(b) Amendment to Underwriting Agreement dated as
of September 17, 2001, by and among the
Company, Salomon Smith Barney Inc. and J.P.
Morgan Securities Inc.
4(a)(1) Trust Supplement No. 2001-1A-1 dated as of
September 17, 2001, 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) Form of 6.619% Delta Air Lines Pass Through
Certificate, Series 2001-1A-1 (included in
Exhibit 4(a)(1)).
4(a)(3) Trust Supplement No. 2001-1A-2 dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(4) Form of 7.111% Delta Air Lines Pass Through
Certificate, Series 2001-1A-2 (included in
Exhibit 4(a)(3)).
4(a)(5) Trust Supplement No. 2001-1B dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(6) Form of 7.711% Delta Air Lines Pass Through
Certificate, Series 2001-1B (included in
Exhibit 4(a)(5)).
4(a)(7) Trust Supplement No. 2001-1C dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(8) Form of 7.299% Delta Air Lines Pass Through
Certificate, Series 2001-1C (included in
Exhibit 4(a)(7)).
4(b)(1) Intercreditor Agreement dated as of
September 17, 2001, by and among the Pass
Through Trustee, Landesbank Hessen-Thuringen
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 (2001-1A-1) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(2) Revolving Credit Agreement (2001-1A-2) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(3) Revolving Credit Agreement (2001-1B) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(4) Revolving Credit Agreement (2001-1C) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(d)(1) Participation Agreement (N3731T) dated as of
September 17, 2001, 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 (N3731T)
dated as of September 17, 2001, by and
between the Company and the Loan Trustee.
4(d)(3) Form of Series 2001-1 Equipment Notes
issued in connection with the Boeing
aircraft bearing U.S. registration number
N3731T (included in Exhibit 4(d)(2)).
99 Schedule I.*
* 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 2001-1, which documents are substantially identical
to those applicable to the Boeing 737 aircraft bearing United States
registration numbers. Exhibit 99 sets forth the details by which such
other documents differ from the corresponding documents filed in respect
of the aircraft bearing United States registrations number N3731T.
The Exhibit Index commencing on page 6 is hereby incorporated herein
by reference.
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.
October 16, 2001
By: /s/ Leslie P. Klemperer
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Leslie P. Klemperer
Vice President - Asssociate General
Counsel
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
--------------- ------------
1(a) Underwriting Agreement dated as of September
6, 2001, by and among the Company, Salomon
Smith Barney Inc. and J.P. Morgan Securities
Inc.
1(b) Amendment to Underwriting Agreement dated as
of September 17, 2001, by and among the
Company, Salomon Smith Barney Inc. and J.P.
Morgan Securities Inc.
4(a)(1) Trust Supplement No. 2001-1A-1 dated as of
September 17, 2001, 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) Form of 6.619% Delta Air Lines Pass Through
Certificate, Series 2001-1A-1 (included in
Exhibit 4(a)(1)).
4(a)(3) Trust Supplement No. 2001-1A-2 dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(4) Form of 7.111% Delta Air Lines Pass Through
Certificate, Series 2001-1A-2 (included in
Exhibit 4(a)(3)).
4(a)(5) Trust Supplement No. 2001-1B dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(6) Form of 7.711% Delta Air Lines Pass Through
Certificate, Series 2001-1B (included in
Exhibit 4(a)(5)).
4(a)(7) Trust Supplement No. 2001-1C dated as of
September 17, 2001, by and between the
Company and the Pass Through Trustee.
4(a)(8) Form of 7.299% Delta Air Lines Pass Through
Certificate, Series 2001-1C (included in
Exhibit 4(a)(7)).
4(b)(1) Intercreditor Agreement dated as of
September 17, 2001, by and among the Pass
Through Trustee, Landesbank Hessen-Thuringen
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 (2001-1A-1) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(2) Revolving Credit Agreement (2001-1A-2) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(3) Revolving Credit Agreement (2001-1B) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(c)(4) Revolving Credit Agreement (2001-1C) dated
as of September 17, 2001, by and between the
Subordination Agent and the Liquidity
Provider.
4(d)(1) Participation Agreement (N3731T) dated as of
September 17, 2001, 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 (N3731T)
dated as of September 17, 2001, by and
between the Company and the Loan Trustee.
4(d)(3) Form of Series 2001-1 Equipment Notes issued
in connection with the Boeing aircraft
bearing U.S. registration number N3731T
(included in Exhibit 4(d)(2)).
99 Schedule I.*