dal_8k-092508.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): September 25,
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):
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
Delta Air
Lines, Inc. (“Delta”) today issued a press release announcing that the
stockholders of Delta and Northwest Airlines Corporation have approved the
pending merger between the two companies. The press release is attached as
Exhibit 99.1.
Forward-looking
Statements
This
Form 8-K and the attached exhibit may include “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; 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 regulatory approvals, or
the failure of other closing conditions.
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 and 10-Q. 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 Form 8-K and the attached
exhibit.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit
99.1
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Press
Release dated September 25, 2008 titled “Delta, Northwest Stockholders
Approve Merger to Create Premier Global
Airline”
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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:
September 25, 2008
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Edward
H. Bastian
President
and Chief Financial Officer
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