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): October
19,
2005
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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
7.01 Regulation FD Disclosure
On
October 19, 2005, representatives of Delta Air Lines, Inc. (“Delta”) held a
meeting with a group of Delta pilots. That meeting included a presentation
by Edward H. Bastian, Delta’s Executive Vice President and Chief Financial
Officer, regarding Delta’s transformation plan. A copy of the materials
regarding Delta’s transformation plan presented at this meeting is furnished as
Exhibit 99.1 to this Form 8-K. The information furnished in this Form 8-K
shall
not be deemed to be incorporated by reference into any other filing of Delta
with the Securities and Exchange Commission.
Statements
in this Current Report on Form 8-K and the exhibits attached hereto that
are not
historical facts, including statements regarding Delta’s estimates, beliefs,
expectations, intentions, strategies or projections, may be “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995.
All
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the estimates,
expectations, beliefs, intentions, projections and strategies reflected in
or
suggested by the forward-looking statements. These risks and uncertainties
include, but are not limited to, the actions and decisions of Delta’s creditors
and other third parties with interests in Delta’s Chapter 11 proceedings;
Delta’s ability to obtain and maintain any necessary financing for operations
and other purposes, whether debtor-in-possession financing or other financing;
Delta’s ability to continue as a going concern; Delta’s ability to obtain court
approval with respect to motions in the Chapter 11 proceedings prosecuted
from
time to time; Delta’s ability to develop, prosecute, confirm and consummate one
or more plans of reorganization with respect to the Chapter 11 proceedings
and
to consummate all of the transactions contemplated by one or more such plans
of
reorganization or upon which consummation of such plans may be conditioned;
risks associated with third parties seeking and obtaining court approval
to
terminate or shorten the exclusivity period for Delta to propose and confirm
one
or more plans of reorganization, to appoint a Chapter 11 trustee or to convert
the cases to Chapter 7 cases; Delta’s ability to obtain and maintain normal
terms with vendors and service providers; Delta’s ability to maintain contracts
that are critical to its operations; the potential adverse impact of the
Chapter
11 proceedings on Delta’s liquidity or results of operations; Delta’s ability to
maintain adequate liquidity to fund and execute its business plan during
the
Chapter 11 proceedings and in the context of a plan of reorganization and
thereafter; the effect of a significant reserve or holdback under Delta’s credit
card processing agreements; Delta’s ability to comply with financial covenants
in its financing agreements; Delta’s debt and pension plan funding obligations;
the cost of aircraft fuel; pilot early retirements; interruptions or disruptions
in service at one of Delta’s hub airports; Delta’s increasing dependence on
technology in its operations; labor issues; restructurings by competitors;
the
effects of terrorist attacks; and competitive conditions in the airline
industry. Additional information concerning some of the risks and
uncertainties that could cause differences between actual results and
forward-looking statements is contained in Delta’s Securities and Exchange
Commission filings, including its Form 10-Q, filed with the Commission on
August
15, 2005. The risks and uncertainties and the terms of any reorganization
plan
ultimately confirmed can affect the value of Delta’s various pre-petition
liabilities, common stock and/or other securities. No assurance can be given
as
to what values, if any, will be ascribed in the bankruptcy proceedings to
each
of these constituencies. A plan of reorganization could result in holders
of
Delta’s liabilities and/or securities receiving no value for their interests.
Because of such possibilities, the value of these liabilities and/or securities
is highly speculative. Accordingly, Delta urges that caution be exercised
with
respect to existing and future investments in any of these liabilities and/or
securities. Investors and other interested parties can obtain information
about
Delta’s Chapter 11 filing on the Internet at delta.com/restructure. Court
filings and claims information are available at deltadocket.com. Caution
should
be taken not to place undue reliance on Delta’s forward-looking statements,
which represent Delta’s views only as of October 19, 2005, and which Delta has
no current intention to update.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
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Exhibit
99.1 |
Materials
presented to Delta Air Lines, Inc. pilots on October 19, 2005
by Edward H.
Bastian, Executive Vice President and Chief Financial
Officer.
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