AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DELTA AIR LINES, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
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OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
247361108
(CUSIP NUMBER OF CLASS OF SECURITIES UNDERLYING OPTIONS)
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ROBERT S. HARKEY
SENIOR VICE PRESIDENT-GENERAL COUNSEL & SECRETARY
DELTA AIR LINES, INC.
P.O. Box 20706
ATLANTA, GEORGIA 30320-6001
TELEPHONE: (404) 715-2600
FACSIMILE: (404) 715-2233
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
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COPY TO:
ELIZABETH G. WREN, ESQ.
KILPATRICK STOCKTON LLP
3500 ONE WACHOVIA CENTER
301 S. COLLEGE STREET
CHARLOTTE, NORTH CAROLINA 28202
(704) 338-5123
CALCULATION OF FILING FEE*
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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*No filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
form or schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
Attached are the Notice of Annual Meeting of Shareowners and Proxy Statement of
Delta Air Lines, Inc. for its Annual Meeting of Shareowners to be held on April
25, 2003 (the "Proxy Materials"). The Proxy Materials contain, among others, a
proposal submitted for the approval of Delta's shareowners whereby Delta's 2000
Performance Compensation Plan, DeltaShare Stock Option Plan and Pilots Stock
Option Plan (collectively, the "Plans") would be amended to authorize Delta to
undertake a stock option exchange program (the "Exchange Program").
The Proxy Materials do not constitute an offer to holders of options to purchase
Delta Common Stock to exchange their options. If Delta's shareowners approve the
amendments to the Plans, the Exchange Program may be commenced in the discretion
of Delta's Board of Directors within a reasonable time following shareowner
approval, but the Board could choose not to proceed with the Exchange Program.
IF THE EXCHANGE PROGRAM IS COMMENCED, DELTA WILL PROVIDE TO OPTION HOLDERS WHO
ARE ELIGIBLE TO PARTICIPATE IN THE EXCHANGE PROGRAM WRITTEN MATERIALS EXPLAINING
THE TERMS, CONDITIONS AND TIMING OF THE EXCHANGE PROGRAM. PERSONS WHO ARE
ELIGIBLE TO PARTICIPATE IN THE EXCHANGE PROGRAM SHOULD READ THESE WRITTEN
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE EXCHANGE PROGRAM. DELTA WILL ALSO POST THESE
WRITTEN MATERIALS ON ITS WEBSITE, WWW. DELTA.COM, AND FILE THE MATERIALS WITH
THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A TENDER OFFER STATEMENT.
DELTA SHAREOWNERS AND OPTION HOLDERS WILL BE ABLE TO OBTAIN THESE WRITTEN
MATERIALS AND OTHER DOCUMENTS FILED BY DELTA FREE OF CHARGE FROM THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
ITEM 12. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Definitive Proxy Statement for 2003 Annual Meeting of Shareowners.
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Definitive Proxy Statement for 2003 Annual Meeting of Shareowners.
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